Exhibit 10.8


 


 


THE WARRANT EVIDENCED OR CONSTITUTED HEREBY,
AND ALL SHARES OF COMMON STOCK ISSUABLE HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED
WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE SALE
OF SUCH SECURITIES IS MADE PURSUANT TO SEC RULE 144.


 


[Form of]


WARRANT
TO PURCHASE UNITS

OF

Realco International, Inc.


 


	NO. PAW-____	_______, 2015


 


THIS
CERTIFIES THAT, for $____ and other valuable consideration received by Realco International, Inc.,
a Nevada corporation (the “Company”), [__________], or its permitted registered assigns (“Holder”),
is entitled, subject to the terms and conditions of this Warrant, at any time or from time to time after the issuance date of this
Warrant (the “Effective Date”), and before 5:00 p.m. Pacific Time on the seventh (7th) anniversary
of the Effective Date (the “Expiration Date”), to purchase from the Company, ______ Units, each Unit
consisting of one share of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), and
a warrant to purchase one share of Common Stock at a price of $0.72 per share during the five (5) year period commencing on the
date of this Warrant (the “Unit Warrants”) at a price per Unit equal to $.01 (the “Purchase Price”).
Both the number of Units purchasable upon exercise of this Warrant and the Purchase Price are subject to adjustment and change
as provided herein. 


 


1.            CERTAIN DEFINITIONS. As used in this Warrant the following terms shall have the following respective meanings:


 


1.1          
“Fair Market Value” of a share of Common Stock as of a particular date shall mean:


 


(a)            
If traded on a securities exchange or the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the average of
the closing prices of the Common Stock of the Company on such exchange or market over the five (5) trading days ending immediately
prior to the applicable date of valuation;


 


(b)           
If actively traded over-the-counter, the Fair Market Value shall be deemed to be the average of the closing bid prices over
the thirty (30)-day period ending immediately prior to the applicable date of valuation; and


 


(c)            
If there is no active public market, the Fair Market Value shall be the value thereof, as agreed upon by the Company and
the Holder; provided, however, that if the Company and the Holder cannot agree on such value, such value shall be
determined by an independent valuation firm experienced in valuing businesses such as the Company and jointly selected in good
faith by the Company and the Holder. Fees and expenses of the valuation firm shall be paid for by the Company.


 




    	 	1	 



     


    

 


1.2           
“Registered Holder” shall mean any Holder in whose name this Warrant is registered upon the books
and records maintained by the Company.


 


1.3           
“Warrant” as used herein, shall include this Warrant and any warrant delivered in substitution
or exchange therefor as provided herein.


 


1.4           
“Common Stock” shall mean the Common Stock of the Company.


 


2.           EXERCISE OF WARRANT.


 


2.1           
Payment. Subject to compliance with the terms and conditions of this Warrant and applicable securities laws, this
Warrant may be exercised, in whole or in part at any time or from time to time, on or before the Expiration Date by the delivery
(including, without limitation, delivery by facsimile or email) of the form of Notice of Exercise attached hereto as Exhibit A
(the “Notice of Exercise”), duly executed by the Holder, at the principal office of the Company, and
as soon as practicable after such date, surrendering


 


(a)            
this Warrant at the principal office of the Company, and


 


(b)           
payment, (i) in cash (by check) or by wire transfer, (ii) by cancellation by the Holder of indebtedness of the
Company to the Holder; or (iii) by a combination of (i) and (ii), of an amount equal to the product obtained by multiplying
the number of Units being purchased upon such exercise by the then effective Purchase Price (the “Exercise Amount”).


 


2.2         Stock Certificates; Fractional Shares. As soon as practicable on or after the date of any exercise of this Warrant,
the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the
number of Units issuable upon such exercise, together with cash in lieu of any fraction of a share equal to such fraction of the
current Fair Market Value of one whole share of Common Stock as of such date of exercise. No fractional shares or scrip representing
fractional shares shall be issued upon an exercise of this Warrant.


 


2.3        
Partial Exercise; Effective Date of Exercise. In case of any partial exercise of this Warrant, the Company shall
cancel this Warrant upon surrender hereof and shall execute and deliver a new Warrant of like tenor and date for the balance of
the Units purchasable hereunder. This Warrant shall be deemed to have been exercised immediately prior to the close of business
on the date of its surrender for exercise as provided above. The person entitled to receive the Units issuable upon exercise of
this Warrant shall be treated for all purposes as the holder of record of such Units as of the close of business on the date the
Holder is deemed to have exercised this Warrant.


 


2.4        
Vesting. This Warrant shall vest fully upon issuance.


 


3.            VALID ISSUANCE: TAXES. All Units and shares of Common Stock and Unit Warrants issued upon the exercise of this Warrant
shall be validly issued, fully paid and nonassessable, and the Company shall pay all taxes and other governmental charges that
may be imposed in respect of the issue or delivery thereof. The Company shall not be required to pay any tax or other charge imposed
in connection with any transfer involved in the issuance of any certificate for shares of Common Stock or Unit Warrants in any
name other than that of the Registered Holder of this Warrant, and in such case the Company shall not be required to issue or deliver
any stock certificate or security until such tax or other charge has been paid, or it has been established to the Company’s
reasonable satisfaction that no tax or other charge is due.


 




    	 	2	 



     


    

 


4.           ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF UNITS. The number of Units issuable upon exercise of this Warrant (or
any shares of stock, Unit Warrants or other securities or property receivable or issuable upon exercise of this Warrant) and the
Purchase Price are subject to adjustment upon occurrence of the following events:


 


4.1           
Adjustment for Stock Splits, Stock Subdivisions or Combinations of Shares. The Purchase Price of this Warrant shall
be proportionally decreased and the number of shares of Units issuable upon exercise of this Warrant (or any shares of stock, Unit
Warrants or other securities at the time issuable upon exercise of this Warrant) shall be proportionally increased to reflect any
stock split or subdivision of the Company’s Common Stock. The Purchase Price of this Warrant shall be proportionally increased
and the number of Units issuable upon exercise of this Warrant (or any shares of stock, Unit Warrants or other securities at the
time issuable upon exercise of this Warrant) shall be proportionally decreased to reflect any combination of the Company’s
Common Stock.


 


4.2           
Adjustment for Dividends or Distributions of Stock or Other Securities or Property. In case the Company shall make
or issue, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution
with respect to the Common Stock (or any shares of stock or other securities at the time issuable upon exercise of the Warrant)
payable in (a) securities of the Company or (b) assets (excluding cash dividends paid or payable solely out of retained earnings),
then, in each such case, the Holder of this Warrant on exercise hereof at any time after the consummation, effective date or record
date of such dividend or other distribution, shall receive, in addition to the shares of Common Stock and Unit Warrants (or such
other stock or securities) issuable on such exercise prior to such date, and without the payment of additional consideration therefor,
the securities or such other assets of the Company to which such Holder would have been entitled upon such date if such Holder
had exercised this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date
of such exercise, retained such shares and all such additional securities or other assets distributed with respect to such shares
as aforesaid during such period giving effect to all adjustments called for by this Section 4.


 


4.3           
Reclassification. If the Company, by reclassification of securities or otherwise, shall change any of the securities
as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes,
this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as
the result of such change with respect to the securities that were subject to the purchase rights under this Warrant immediately
prior to such reclassification or other change, and the Purchase Price therefor shall be appropriately adjusted, all subject to
further adjustment as provided in this Section 4. No adjustment shall be made pursuant to this Section 4.3 upon any
conversion or redemption of the Common Stock which is the subject of Section 4.5.


 


 


 




    	 	3	 



     


    

 


4.4           
Adjustment for Capital Reorganization, Merger or Consolidation. In case of any capital reorganization of the capital
stock of the Company (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein),
or any merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all the assets
of the Company then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision
shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during
the period specified herein and upon payment of the Purchase Price then in effect, the number of shares of stock or other securities
or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder
of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation,
merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale
or transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section
4.4 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities
of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable
to the Holder hereof for 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. In all events,
appropriate adjustment (as determined in good faith by the Company’s Board of Directors) 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 after that event upon exercise of this Warrant.


 


4.5           
Conversion of Common Stock. In case all or any portion of the authorized and outstanding shares of Common Stock of
the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company’s Certificate
of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon
exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist
(the “Termination Date”), shall receive, in lieu of the number of shares of Common Stock and Unit Warrants
that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would
have been received if this Warrant had been exercised in full and the Common Stock and Unit Warrants received thereupon had been
simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant.
Additionally, the Purchase Price shall be immediately adjusted to equal the quotient obtained by dividing (x) the aggregate Purchase
Price of the maximum number of Units for which this Warrant was exercisable immediately prior to the Termination Date by (y) the
number of Units of the Company for which this Warrant is exercisable immediately after the Termination Date, all subject to further
adjustment as provided herein.


 


5.           CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment in the Purchase Price, or number or type of shares
issuable upon exercise of this Warrant, the Chief Financial Officer or Controller of the Company shall compute such adjustment
in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment and showing in detail the
facts upon which such adjustment is based, including a statement of the adjusted Purchase Price. The Company shall promptly send
(by facsimile or email and by either first class mail, postage prepaid or overnight delivery) a copy of each such certificate to
the Holder.


 


 


 




    	 	4	 



     


    

 


6.              
LOSS OR MUTILATION. Upon receipt of evidence reasonably satisfactory to the Company of the ownership of and the loss,
theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to it, and (in the case of mutilation)
upon surrender and cancellation of this Warrant, the Company will execute and deliver in lieu thereof a new Warrant of like tenor
as the lost, stolen, destroyed or mutilated Warrant.


 


7.              
RESERVATION OF COMMON STOCK. The Company hereby covenants that at all times there shall be reserved for issuance
and delivery upon exercise of this Warrant such number of shares of Common Stock or other shares of capital stock of the Company
as are from time to time issuable upon exercise of this Warrant and the Unit Warrants and, from time to time, will take all steps
necessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon exercise
of this Warrant and the Unit Warrants. All such shares shall be duly authorized, and when issued upon such exercise, shall be validly
issued, fully paid and non-assessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions
on sale and free and clear of all preemptive rights, except encumbrances or restrictions arising under federal or state securities
laws. Issuance of this Warrant shall constitute full authority to the Company’s Officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for shares of Common Stock and Unit Warrants upon
the exercise of this Warrant.


 


8.              
TRANSFER AND EXCHANGE. Subject to the terms and conditions of this Warrant and compliance with all applicable securities
laws, this Warrant and all rights hereunder may be transferred to any Registered Holder’s parent, subsidiary or affiliate,
or, if the Registered Holder is a partnership, to any partner of such Registered Holder, in whole or in part, on the books of the
Company maintained for such purpose at the principal office of the Company referred to above, by the Registered Holder hereof in
person, or by duly authorized attorney, upon surrender of this Warrant properly endorsed and upon payment of any necessary transfer
tax or other governmental charge imposed upon such transfer. Upon any permitted partial transfer, the Company will issue and deliver
to the Registered Holder a new Warrant or Warrants with respect to the Units not so transferred. Each taker and holder of this
Warrant, by taking or holding the same, consents and agrees that when this Warrant shall have been so endorsed, the person in possession
of this Warrant may be treated by the Company, and all other persons dealing with this Warrant, as the absolute owner hereof for
any purpose and as the person entitled to exercise the rights represented hereby, any notice to the contrary notwithstanding; provided,
however, that until a transfer of this Warrant is duly registered on the books of the Company, the Company may treat the
Registered Holder hereof as the owner for all purposes.


 


9.              
RESTRICTIONS ON TRANSFER; REGISTRATION RIGHTS. The Holder shall be entitled to the registration rights as are contained
in the Registration Rights Agreement of even date herewith, by and among the Company and the Holder, the provisions of which are
deemed incorporated herein by reference. The Holder, by acceptance hereof, agrees that, absent an effective registration statement
filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended
(the “Securities Act”) covering the disposition or sale of this Warrant or the Common Stock and Unit
Warrants issued or issuable upon exercise hereof, as the case may be, and registration or qualification under applicable state
securities laws, such Holder will not sell, transfer, pledge, or hypothecate any or all of this Warrant or such Common Stock or
Units Warrants (or shares of Common Stock issuable upon exercise of the Unit Warrants), as the case may be, unless either (i) the
Company has received an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that such
registration is not required in connection with such disposition or (ii) the sale of such securities is made pursuant to SEC Rule
144.


 




    	 	5	 



     


    

 


10.           
COMPLIANCE WITH SECURITIES LAWS. By acceptance of this Warrant, the Holder hereby represents, warrants and covenants
that any shares of stock purchased upon exercise of this Warrant shall be acquired for investment only and not with a view to,
or for sale in connection with, any distribution thereof; that the Holder has had such opportunity as such Holder has deemed adequate
to obtain from representatives of the Company such information as is necessary to permit the Holder to evaluate the merits and
risks of its investment in the Company; that the Holder is able to bear the economic risk of holding such shares as may be acquired
pursuant to the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired
pursuant to the exercise of this Warrant will not be registered under the Securities Act (unless otherwise required pursuant to
exercise by the Holder of the registration rights, if any, granted to the Registered Holder) and will be “restricted securities”
within the meaning of Rule 144 under the Securities Act and that the exemption from registration under Rule 144 will not be available
for at least one (1) year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of
this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the Company’s
securities, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule
144 are complied with; and that all stock certificates and Unit Warrant certificates representing shares of stock or Unit Warrants
issued to the Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially
in the following form:


 


THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS
OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT
AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE
ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


11.           
NO RIGHTS OR LIABILITIES AS STOCKHOLDERS. This Warrant shall not entitle the Holder to any voting rights or other
rights as a stockholder of the Company. In the absence of affirmative action by such Holder to purchase Units by exercise of this
Warrant or Common Stock upon conversion thereof (or upon conversion of the Unit Warrants), no provisions of this Warrant, and no
enumeration herein of the rights or privileges of the Holder hereof shall cause such Holder hereof to be a stockholder of the Company
for any purpose.


 


 


 




    	 	6	 



     


    

 


12.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to Holder that:


 


12.1        
Due Authorization; Consents. All corporate action on the part of the Company, its officers, directors and stockholders
necessary for (a) the authorization, execution and delivery of, and the performance of all obligations of the Company under, this
Warrant, and (b) the authorization, issuance, reservation for issuance and delivery of all of the Units issuable upon exercise
of this Warrant, has been duly taken. This Warrant constitutes a valid and binding obligation of the Company enforceable in accordance
with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar
laws affecting creditors’ rights generally and to general equitable principles. All consents, approvals and authorizations
of, and registrations, qualifications and filings with, any federal or state governmental agency, authority or body, or any third
party, required in connection with the execution, delivery and performance of this Warrant and the consummation of the transactions
contemplated hereby and thereby have been obtained.


 


12.2        
Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of
the State of Delaware and has all requisite corporate power to own, lease and operate its property and to carry on its business
as now being conducted and as currently proposed to be conducted.


 


12.3        
Valid Issuance of Stock. The outstanding shares of the capital stock of the Company are duly and validly issued,
fully paid and nonassessable, and such shares, and all outstanding options and other securities of the Company, have been issued
in full compliance with the registration and prospectus delivery requirements of the Securities Act and the registration and qualification
requirements of all applicable state securities laws, or in compliance with applicable exemptions therefrom, and all other provisions
of applicable federal and state securities laws, including without limitation, anti-fraud provisions.


 


12.4        
Governmental Consents. All consents, approvals, orders, authorizations or registrations, qualifications, declarations
or filings with any federal or state governmental authority on the part of the Company required in connection with the consummation
of the transactions contemplated herein shall have been obtained prior to and be effective as of the Effective Date.


 


13.        
NOTICES. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made
pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered
to the other party; (b) when received when sent by facsimile or email at the address and number set forth below; (c) three business
days after deposit in the U.S. mail with first class or certified mail receipt requested postage prepaid and addressed to the other
party as set forth below; or (d) the next business day after deposit with a national overnight delivery service, postage prepaid,
addressed to the parties as set forth below with next-business-day delivery guaranteed, provided that the sending party receives
a confirmation of delivery from the delivery service provider.


 


	To the Company:	To the Holder:
	
        500 7th Ave, 17th
        Floor

        New York, NY 10018

        Attn: William Gorfein
	
        [_______________]



 




    	 	7	 



     


    

 


Each person making a communication hereunder
by facsimile or email shall promptly confirm by telephone to the person to whom such communication was addressed each communication
made by it by facsimile or email pursuant hereto but the absence of such confirmation shall not affect the validity of any such
communication. A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this
Section 13 by giving the other party written notice of the new address in the manner set forth above.


 


14.          HEADINGS.
The headings in this Warrant are for purposes of convenience in reference only, and shall not be deemed to constitute a part
hereof.


 


15.          LAW GOVERNING. This Warrant shall be construed and enforced in accordance with, and governed by, the laws of the
State of New York, without regard to conflict of law principles of such state.


 


16.          NO IMPAIRMENT. The Company will not, by amendment of its Certificate of Incorporation or bylaws, or through reorganization,
consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying
out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of
the Registered Holder of this Warrant against impairment. Without limiting the generality of the foregoing, the Company (a) will
not increase the par value of any shares of stock issuable upon the exercise of this Warrant above the amount payable therefor
upon such exercise, and (b) will take all such action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable shares of Common Stock upon exercise of this Warrant.


 


17.        NOTICES OF RECORD DATE. In case:


 


17.1        
the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable
upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or any right
to subscribe for or purchase any shares of stock of any class or any other securities or to receive any other right; or


 


17.2        
of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company,
any reclassification of the capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company
to another corporation in which holders of the Company’s stock are to receive stock, securities or property of another corporation;
or


 


17.3        
of any voluntary dissolution, liquidation or winding-up of the Company; or


 


17.4        
of any redemption or conversion of all outstanding Common Stock;


then, and in each such case, the Company
will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date
on which a record is to be taken for the purpose of such dividend, distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption or conversion is to take
place, and the time, if any is to be fixed, as of which the holders of record of Common Stock or (such stock or securities as at
the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Common Stock (or such
other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding-up. The Company shall use all reasonable efforts to ensure such notice
shall be delivered at least thirty (30) days prior to the date therein specified.


 




    	 	8	 



     


    

 


18.           
SEVERABILITY. If any term, provision, covenant or restriction of this Warrant is held by a court of competent jurisdiction
to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Warrant shall
remain in full force and effect and shall in no way be affected, impaired or invalidated.


 


19.           
COUNTERPARTS. For the convenience of the parties, any number of counterparts of this Warrant may be executed by the
parties hereto and each such executed counterpart shall be, and shall be deemed to be, an original instrument.


 


20.           
NO INCONSISTENT AGREEMENTS. The Company will not on or after the date of this Warrant enter into any agreement with
respect to its securities which is inconsistent with the rights granted to the Holders of this Warrant or otherwise conflicts with
the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to holders of the Company’s securities under any other agreements, except rights that have been waived.


 


21.           
SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls on a Saturday, Sunday or legal holiday, the Expiration
Date shall automatically be extended until 5:00 p.m. the next business day.


 


22.           
ENTIRE AGREEMENT. This Warrant contains the sole and entire agreement and understanding of the parties with respect
to the entire subject matter of this Warrant, and any and all prior discussions, negotiations, commitments and understandings,
whether oral or otherwise, related to the subject matter of this Warrant are hereby merged herein.


 


 


[Signatures appear on following page.]


 


 


 


 


 


 


 


 




    	 	9	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Warrant as of the Effective Date.


 


	
        [HOLDER]

         

         
	 	REALCO INTERNATIONAL, INC.
	By:  	 	By:  
	Its: 	  	Its:  


 


 


 


 


 


 


SIGNATURE PAGE TO WARRANT TO PURCHASE COMMON
STOCK


 


 


 







    	 	10	 



     


    

 


EXHIBIT A


 


NOTICE OF EXERCISE


 


(To be executed upon exercise of Warrant)


 


[COMPANY]


 


The undersigned hereby irrevocably elects
to exercise the right of purchase represented by the within Warrant Certificate for, and to purchase thereunder, the securities
of the Company, as provided for therein, and (check the applicable box):


 


	[_]	tenders herewith payment of the exercise price in full in the form of cash or a certified or official bank check in same-day funds in the amount of $____________ for _________ such securities.


 


Please issue a certificate or certificates
for such securities in the name of, and pay any cash for any fractional share to (please print name, address and social security
number):


 


	Name:	 
	Address:	 
	Signature:	 


 


Note: The above signature should correspond
exactly with the name on the first page of this Warrant Certificate or with the name of the assignee appearing in the assignment
form below.


 


If said number of Units shall not be all
the Units purchasable under the within Warrant Certificate, a new Warrant is to be issued in the name of said undersigned for the
balance remaining of the Units purchasable thereunder rounded up to the next higher whole number of Units.


 


 




    	 	11	 



     


    

 


EXHIBIT B


 


ASSIGNMENT


 


(To be executed only upon assignment of
Warrant Certificate)


 


For value received, hereby sells, assigns
and transfers unto ____________________________ the within Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ____________________________ attorney, to transfer said Warrant Certificate
on the books of the within-named Company with respect to the number of Warrants set forth below, with full power of substitution
in the premises:


 


	Name(s) of Assignee(s)	Address	# of Warrants
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


And if said number of Warrants shall not
be all the Warrants represented by the Warrant Certificate, a new Warrant Certificate is to be issued in the name of said undersigned
for the balance remaining of the Warrants registered by said Warrant Certificate.


 


	Dated:	 
	Signature:	 


 


Notice: The signature to the foregoing
Assignment must correspond to the name as written upon the face of this security in every particular, without alteration or any
change whatsoever; signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan
associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and
Exchange Commission Rule 17Ad-15.




 


 


 


 






    	 	12