Exhibit 4.5


 


NEITHER THIS SECURITY NOR THE
SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE COMPANY
TO SUCH EFFECT. 


 


	Warrant No. __________	July [___], 2015


 


LABSTYLE INNOVATIONS CORP.


Series A Common
Stock Purchase Warrant


 


THIS CERTIFIES THAT,
for value received, __________ (the “Holder”), is entitled to subscribe for and purchase, at the
Exercise Price (as defined below), from LabStyle Innovations Corp., a Delaware corporation (the “Company”),
shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), at any time prior
to 5:00 p.m., New York time, on July 23, 2016 (the “Warrant Exercise Term”).


 


This Warrant is issued
in accordance with, and subject to, the terms and conditions described in the Placement Agency Agreement, dated July 23, 2015,
between the Holder and the Company (the “Agreement entered into in connection with the private placement offering
of the Company’s Units and Warrants (the “Offering”).


 


All capitalized terms used
but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.


 


This Warrant is subject to the following terms
and conditions:


 


1.          Shares.
The Holder has, subject to the terms set forth herein, the right to purchase up to an aggregate of [_________] shares of
Common Stock (the “Warrant Shares”) at a per share exercise price of $0.35, subject to
adjustment as provided for herein (the “Exercise Price”).


 


2.          Exercise
of Warrant. 


 


(a)          Exercise.
This Warrant may be exercised by the Holder at any time and from time to time from and after January 23, 2016 through the Warrant
Exercise Term, in whole or in part, by delivering the notice of exercise attached as Exhibit A hereto (the “Notice
of Exercise”), duly executed by the Holder to the Company at its principal office, or at such other office as the
Company may designate, accompanied by payment, by wire transfer of immediately available funds to the order of the Company to an
account designated by the Company, of the amount obtained by multiplying the number of Warrant Shares designated in the Notice
of Exercise by the Exercise Price (the “Purchase Price”). For purposes hereof, “Exercise Date”
shall mean the date on which all deliveries required to be made to the Company upon exercise of this Warrant pursuant to this Section
2(a) shall have been made. The Holder shall not be required to deliver the original Warrant
in order to effect an exercise hereunder. No originals of the Notice of Exercise shall be required to be delivered, nor shall any
medallion guarantee (or any other type of guarantee or notarization) of any Notice of Exercise shall be required.


 




    	 	1	 



     


    

 


(b)          Cashless
Exercise.  Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, exercise
this Warrant 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 for such Warrant Shares, elect instead to receive upon such exercise the "Net Number"
of shares of Common Stock determined according to the following formula (a "Cashless Exercise"):


 


	 	X	=	Y  (A - B)
	 	 	 	A


 


	with:	X =	the number of Warrant Shares to be issued to the Holder
	 	 	 
	 	Y =	the number of Warrant Shares with respect to which the Warrant is being exercised
	 	 	 
	 	A =	the fair value per share of Common Stock on the date of exercise of this Warrant
	 	 	 
	 	B =	the then-current Exercise Price of the Warrant


 


Solely for the purposes
of this paragraph, “fair value” per share of Common Stock shall mean (A) the average of the closing sales prices on
the Trading Market for the twenty (20) trading days immediately preceding the date on which the Notice of Exercise is deemed to
have been sent to the Company, or (B) if the Common Stock is not publicly traded as set forth above, as reasonably and in good
faith determined by the Board of Directors of the Company as of the date which the Notice of Exercise is deemed to have been sent
to the Company.


 


For purposes of Rule 144
promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a Cashless
Exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for such shares shall be deemed
to have commenced, on the date this Warrant was originally issued.


 


(c)          Issuance
of Certificates. As soon as practicable after the exercise of this Warrant, in whole or in part, in accordance with Section
2(a) or 2(b) hereof (and in no event later than two (2) Trading Days following the delivery of the Notice of Exercise), the Company,
at its expense, shall cause to be issued in the name of and delivered to the Holder: (i) a certificate or certificates for (or,
if applicable, by delivery through the facilities of the Depository Trust Company in electronic form of) the number of fully paid
and non-assessable Warrant Shares to which the Holder shall be entitled upon such exercise and, if applicable, (ii) a new warrant
of like tenor to purchase all of the Warrant Shares that may be purchased pursuant to the portion, if any, of this Warrant not
exercised by the Holder. The Holder shall for all purposes hereof be deemed to have become the Holder of record of such Warrant
Shares on the date on which the Notice of Exercise and payment of the Purchase Price in accordance with Section 2(a) or 2(b) hereof
were delivered and made, respectively, irrespective of the date of delivery of such certificate or certificates, except that if
the date of such delivery, notice and payment is a date when the stock transfer books of the Company are closed, such person shall
be deemed to have become the holder of record of such Warrant Shares at the close of business on the next succeeding date on which
the stock transfer books are open.


 




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(d)          Taxes.
The issuance of the Warrant Shares upon the exercise of this Warrant, and the delivery of certificates or other instruments representing
such Warrant Shares, shall be made without charge to the Holder for any tax or other charge of whatever nature in respect of such
issuance and the Company shall bear any such taxes in respect of such issuance.


 


3.          Adjustment
of Exercise Price.


 


(a)          Adjustment
for Reclassification, Consolidation or Merger. If while this Warrant, or any portion hereof, remains outstanding and unexpired
there shall be (i) a reorganization or recapitalization (other than a combination, reclassification, exchange or subdivision of
shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation or other
entity in which the Company shall not be the surviving entity, or a reverse merger in which the Company shall be the surviving
entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted by virtue
of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of the Company’s
properties and assets as, or substantially as, an entirety to any other corporation or other entity in one transaction or a series
of related transactions, then, as a part of such reorganization, recapitalization, merger, consolidation, sale or transfer, unless
otherwise directed by the Holder, all necessary or appropriate lawful provisions shall be made so that the Holder shall thereafter
be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price
then in effect, the greatest number of shares of capital stock or other securities or property that a holder of the Warrant Shares
deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, recapitalization, merger,
consolidation, sale or transfer if this Warrant had been exercised immediately prior to such reorganization, recapitalization,
merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 3. If the per share consideration
payable to the Holder for Warrant Shares in connection with any such transaction is in a form other than cash or marketable securities,
then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. The foregoing
provisions of this paragraph shall similarly apply to successive reorganizations, recapitalizations, mergers, consolidations, sales
and transfers and to the capital stock or securities of any other corporation that are at the time receivable upon the exercise
of this Warrant. In all events, appropriate adjustment shall be made in the application of the provisions of this Warrant with
respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be
applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable or issuable
after such reorganization, recapitalization, merger, consolidation, sale or transfer upon exercise of this Warrant.


 


(b)          Adjustments
for Split, Subdivision or Combination of Shares. If while this Warrant, or any portion hereof, remains outstanding and unexpired
the Company shall subdivide (by any stock split, stock dividend, recapitalization, reorganization, reclassification or otherwise)
the shares of Common Stock subject to acquisition hereunder, then, upon the effective date of such subdivision, the Exercise Price
in effect immediately prior to such subdivision will be proportionately reduced and the number of shares of Common Stock subject
to acquisition upon exercise of the Warrant will be proportionately increased. If the Company at any time combines (by reverse
stock split, recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock subject to acquisition
hereunder, then, upon the effective date of such combination, the Exercise Price in effect immediately prior to such combination
will be proportionately increased and the number of shares of Common Stock subject to acquisition upon exercise of the Warrant
will be proportionately decreased.


 




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(c)          Notice
of Adjustments. Upon any adjustment of the Exercise Price and any increase or decrease in the number of Warrant Shares purchasable
upon the exercise of this Warrant, then, and in each such case, the Company, within 15 days thereafter, shall give written notice
thereof to the Holder at the address of such Holder as shown on the books of the Company, which notice shall state the Exercise
Price as adjusted and, if applicable, the increased or decreased number of Warrant Shares purchasable upon the exercise of this
Warrant, setting forth in reasonable detail the method of calculation of each.


 


4.          Notices.
Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in accordance
with Section 5.4 of the Purchase Agreement.


 


5.          Registration
Rights. On or prior to September 21, 2015 (the 60th calendar day following the Closing Date of the Offering) , the
Company shall prepare and file with the Securities and Exchange Commission (the “Commission”) a registration
statement for a resale offering of the Warrant and Warrant Shares to be made on a continuous basis (the “Registration
Statement”). The Company shall use its commercially best efforts to cause the Registration Statement to be declared
effective under the Securities Act of 1933, as amended (the “Securities Act”) as promptly as possible
after the filing thereof, but in any event prior to October 6, 2015 (the 75th calendar day following the Closing Date),or,
if the Registration Statement is reviewed by the Commission, December 21, 2015 (the 150th calendar day following Closing
Date, and shall use its commercially best efforts to keep such Registration Statement, with respect to the Holder, continuously
effective under the Securities Act until the earlier to occur of (i) the date on which the Holder may sell the Warrant and Warrant
Shares then held in compliance with Rule 144, or (ii) all Warrant Shares covered by the Registration Statement have been sold by
the Holder.


 


6.          “Piggy-Back”
Registration Rights. The Holder shall have the right to include all or any portion of the shares of Warrant Shares underlying
this Warrant as part of any other registration of securities filed by the Company (other than in connection with a transaction
contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form); provided, however,
that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s)
thereof shall, in its reasonable discretion, impose a limitation on the number of Warrant Shares which may be included in the
registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is
necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only
such limited portion of the Warrant Shares with respect to which the Holder requested inclusion hereunder as the underwriter(s)
shall reasonably permit. The Company shall not exclude any Warrant Shares unless the Company has first excluded all outstanding
securities, the holders of which are not entitled to inclusion of such securities in such registration statement or are not entitled
to pro rata inclusion with the Warrant Shares. The Holder may elect to withdraw such Holder’s request for inclusion of Warrant
Shares in any piggy-back registration by giving written notice to the Company of such request to withdraw prior to the effectiveness
of the registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making
a demand pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness
of the registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the Holder
of the Warrant Shares in connection with such piggy-back registration as provided in this Section 6.


 




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7.          Registration
Expenses. The Company shall bear all fees and expenses attendant to registering the Warrants Shares pursuant to Sections 5
and 6, including the reasonable and documented expenses of a single legal counsel selected by the Holder to represent them in connection
with the sale of the Warrant Shares, but the Holder shall pay any and all underwriting commissions or brokerage fees related to
the Warrant Shares. In the event of such a proposed registration, the Company shall furnish the Holder of outstanding Warrant Shares
with not less than fifteen (15) days written notice prior to the proposed date of filing of such registration statement. Such notice
to the Holder shall continue to be given for each registration statement filed by the Company until such time as all of the Warrant
Shares have been sold by the Holder. The Holder shall exercise the “piggy-back” rights provided for herein by giving
written notice, within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement.
The Company shall use its commercially reasonable efforts to cause any registration statement filed pursuant to the piggyback right
granted under this Section 6 to remain effective for a period of at least nine (9) consecutive months from the date that the Holder
of the Warrant Shares covered by such registration statement are first given the opportunity to sell all of such securities.


 


8.          Legends.
The Holder understands that until such time as this Warrant and the Warrant Shares have been registered under the Securities Act
or otherwise may be sold pursuant to Rule 144 under the Securities Act or an exemption from registration under the Securities Act
without any restriction as to the number of securities as of a particular date that can then be immediately sold, this Warrant
and the Warrant Shares, as applicable, may bear a restrictive legend in substantially the following form (and a stop-transfer order
may be placed against transfer of the certificates for such securities):


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULE 144
UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH
AS A SO-CALLED “4(1) AND A HALF” SALE.”


 


9.          Removal
of Restrictive Legends. This Warrant and the Warrant Shares, as applicable, shall not be subject to any legend restricting
the transfer thereof (including the legend set forth above) or stop transfer instructions or orders: (A) while a registration statement
(including the Registration Statement) covering the sale or resale of such security is effective under the Securities Act, or (B)
following any sale of such Warrant or Warrant Shares pursuant to Rule 144, or (C) if such Warrant or Warrant Shares are eligible
for sale under Rule 144(b)(1), or (D) if such legend is not required under applicable requirements of the Securities Act (including
judicial interpretations and pronouncements issued by the staff of the Commission) (collectively, the “Unrestricted Conditions”).
The Company shall cause its counsel to issue a legal opinion to its transfer agent promptly after the Effective Date (as defined
below), or at such other time as the Unrestricted Conditions have been met, if required by the Company’s transfer agent to
effect the issuance of this Warrant or the Warrant Shares, as applicable, without a restrictive legend or removal of the legend
(or stop transfer instruction or order) hereunder. If the Unrestricted Conditions are met at the time of issuance of any Warrant
Shares, then the Warrant Shares shall be issued free of all legends. The Company agrees that following the Effective Date at such
time as the Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 1(h), it will, no
later than three (3) Trading Days following the delivery (the “Unlegended Shares Delivery Deadline”) by the
Holder to the Company or its transfer agents of this Warrant and/or a certificate representing Warrant Shares, as applicable, issued
with a restrictive legend, deliver or cause to be delivered to such Holder this Warrant and/or a certificate (or electronic transfer)
representing such shares that is free from all restrictive and other legends and any stop transfer instruction or order. For purposes
hereof, “Effective Date” shall mean the date that a Registration Statement covering the Warrant Shares in accordance
with the Registration Rights Agreement has been declared effective by the SEC


 




    	 	5	 



     


    

 


10.         Fractional
Shares. No fractional Warrant Shares will be issued in connection with any exercise hereunder. Instead, the Company shall round
up, as nearly as practicable to the nearest whole Share, the number of Warrant Shares to be issued.


 


11.         Rights
of Stockholders. Except as expressly provided herein, the Holder, as such, shall not be entitled to vote or be deemed the holder
of the Warrant Shares or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose,
nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification
of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or otherwise
until this Warrant shall have been exercised and the Warrant Shares purchasable upon the exercise hereof shall have been issued,
as provided herein.


 


12.         Transfer.
Subject to applicable laws and the restrictions set forth in this paragraph, this Warrant may be offered for sale, sold,
transferred or assigned without the consent of the Company. The Holder agrees that, pursuant to the Lock-Up Period (as defined
below) contained in Rule 5110(g)(1) of the Financial Industry Regulatory Authority, Inc. (“FINRA”), it will
not (a) sell, transfer, assign, pledge, hypothecate or otherwise transfer this Warrant (including any Warrant Shares issued or
issuable hereunder) other than to a bona fide officer or partner of the Holder or co-placement agent or other member participating
in the Offering, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Warrant or any Warrant Shares
issued or issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result
in the effective economic disposition of this Warrant or any Warrant Shares issued or issuable hereunder, except as provided for
in FINRA Rule 5110(g)(2). As used herein, the term “Lock-Up Period” means the period beginning on the date hereof
and ending on the six month anniversary of the date hereof.


 


13.         Miscellaneous.


 


(a)          This
Warrant and disputes arising hereunder shall be governed by and construed and enforced in accordance with the laws of the State
of Delaware applicable to agreements made and to be performed wholly within such State, without regard to its conflict of law rules.
Any action brought by either party against the other concerning the transaction contemplated by this Warrant shall be brought only
in the state courts of Delaware or in the federal courts located in the state of Delaware. The parties to this Warrant hereby irrevocably
waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack
of jurisdiction or venue or based upon forum non conveniens. The Company and Holder waive trial by jury.


 


(b)          The
headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.


 


(c)          The
covenants of the respective parties contained herein shall survive the execution and delivery of this Warrant.


 




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(d)          The
terms of this Warrant shall be binding upon and shall inure to the benefit of any successors or permitted assigns of the Company
and of the Holder and of the Warrant Shares issued or issuable upon the exercise hereof.


 


(e)          This
Warrant and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the
parties with regard to the subject hereof.


 


(f)          The
Company shall not, by amendment of its Certificate of Incorporation or Bylaws, or through any other means, directly or indirectly,
avoid or seek to avoid the observance or performance of any of the terms of this Warrant and shall at all times in good faith assist
in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder contained herein against impairment.


 


(g)          Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form and amount
to the Company, or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company, at its expense,
will execute and deliver to the Holder, in lieu thereof, a new Warrant of like date and tenor.


 


(h)          This
Warrant and any provision hereof may be amended, waived or terminated only by an instrument in writing signed by the Company and
the Holder.


 


(i)          The
remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the
other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and
nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms
of this Warrant. 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.


 


14.         Certain
Defined Terms.


 


(a)          "Closing
Sale Price" means, for any security as of any date, the last closing trade price for such security on an Eligible Market
that is the principal market for such security, as reported by Bloomberg, or, if the Eligible Market that is the principal market
for such security 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 Time, as reported by Bloomberg, or, if the Eligible Market for such security
is not the principal securities exchange or trading market for such security, the last trade price, respectively, 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 ask prices of any market makers for such security as reported in the OTC Link or "pink sheets" by OTC Markets
Group Inc. (formerly Pink OTC Markets Inc.). 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 Required Holders. If the Company and the Required Holders are unable to agree upon the fair market
value of such security, then the Board of Directors of the Company shall use its good faith judgment to determine the fair market
value. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification
or other similar transaction during the applicable calculation period.


 




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(b)          "Eligible
Market" means the OTC Bulletin Board, OTCQX Market and/or OTCQB Market operated by OTC Markets Group, Inc., the NYSE MKT
LLC, The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market or The New York Stock Exchange, Inc.


 


Agreement representing at least a majority
of the shares of Common Stock underlying such Warrants then outstanding.


 


(d)          "Trading
Day" means any day on which the Common Stock is traded on an Eligible Market that is the principal market for such security;
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 p.m., New York time).


 




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IN WITNESS WHEREOF,
the Company has caused this Warrant to be signed by its duly authorized officer.


 


	 	LABSTYLE INNOVATIONS CORP.
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 




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Exhibit A


 


NOTICE OF EXERCISE


 


		TO:	LabStyle Innovations Corp., attention: President



 


The undersigned hereby
elects to purchase the below referenced shares (the “Warrant Shares”) of Common Stock of LabStyle Innovations
Corp. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase
price of such Warrant Shares in full. Payment of the purchase price is being made by (check one):


 





	____________	a cash exercise with respect to _________________ Warrant Shares; or
	____________	a "cashless exercise" with respect to _______________ Warrant Shares (if permitted pursuant to Section 2(b) of the Warrant).







 


Please issue a certificate
or certificates representing said shares in the name of the undersigned or in such other name as is specified below:


 


1.          Name:
__________________________________________________


2.          Address:
________________________________________________


3.          DWAC
Instructions (if applicable): ___________________________________________


 


The undersigned hereby
represents and warrants the following:


 


(a)          It (i) has such
knowledge and experience in financial and business affairs that he/she/it is capable of evaluating the merits and risks involved
in purchasing the Warrant Shares, (ii) is able to bear the economic risks involved in purchasing the Warrant Shares, and (iii)
is an “accredited investor,” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933,
as amended;


 


(b)          In
making the decision to purchase the Warrant Shares, it has relied solely on independent investigations made by it and has had the
opportunity to ask questions of, and receive answers from, the Company concerning the Warrant Shares, the financial condition,
prospective business and operations of the Company and has otherwise had an opportunity to obtain any additional information, to
the extent that the Company possess such information or could acquire it without unreasonable effort or expense;


 


(c)          Its overall commitment
to investments that are not readily marketable is not disproportionate to its net worth and income, and the purchase of the Warrant
Shares will not cause such overall commitment to become disproportionate; it can afford to bear the loss of the purchase price
of the Warrant Shares;


 


(d)          It
has no present need for liquidity in its investment in the Warrant Shares; and


 


(e)          It
acknowledges that the transaction contemplated in connection with the purchase of the Warrant Shares has not been reviewed or approved
by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws
of any state, and that no such agency has passed on or made any recommendation or endorsement of any of the securities contemplated
hereby.


 


	 	 	 
	 	(Signature and Date)


 




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