EXHIBIT 4.2





 


 


Helius
Medical Technologies, Inc.


 


and


 


AMERICAN STOCK TRANSFER & TRUST COMPANY,
LLC as 


Warrant Agent





 


 



Warrant Agency Agreement


 


Dated as of August 9, 2022


 






     


     


    

 


WARRANT AGENCY AGREEMENT


 


WARRANT AGENCY AGREEMENT,
dated as of August 9, 2022 (“Agreement”), between Helius Medical Technologies, Inc., a Delaware corporation
(the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company
(the “Warrant Agent”).


 


W I T N E S S E T H


 


WHEREAS, pursuant to an
offering by the Company of Warrants (as defined below), the Company wishes to issue Warrants in book entry form entitling the respective
holders of the Warrants (the “Holders”, which term shall include a Holder’s transferees, successors and assigns
and “Holder” shall include, if the Warrants are held in “street name”, a Participant (as defined below) or a
designee appointed by such Participant) to purchase an aggregate of up to 36,000,000 shares of Class A Common Stock (the “Common
Stock”) underlying the Warrants (as defined below) upon the terms and subject to the conditions hereinafter set forth (the
 “Offering”);


 


WHEREAS, the Company wishes
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, registration,
transfer, exchange, exercise and replacement of the Warrants.


 


NOW, THEREFORE, in consideration
of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section 1. Certain
Definitions. For purposes of this Agreement, the following terms have the meanings indicated:


 


(a) “Affiliate”
has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


(b) “Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which the Nasdaq Stock Market is authorized or required by law or other governmental action to close.


 


(c) “Close
of Business” on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if
such date is not a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.


 


(e) “Person”
means an individual, corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization,
government or political subdivision thereof or governmental agency or other entity.


 


(f)  Warrants”
means Common Stock Purchase Warrants of the Company with a term of exercise of five years following the Initial Exercise Date.


 


(g)  “Warrant
Certificate” means a certificate in substantially the form attached as Exhibit 1-A hereto, representing such number
of Warrant Shares (as defined below) as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in
this Agreement shall include delivery of notice from the Depositary or a Participant (each as defined below) of the transfer or exercise
of the Warrant in the form of a Global Warrant (as defined below).


 






     


     


    

 


(h)  “Warrant
Shares” means the shares of Common Stock underlying the Warrants and issuable upon exercise of the Warrants.


 


All other capitalized terms
used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificates.


 


Section 2. Appointment
of Successor Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the
express terms or conditions hereof (and no implied terms and conditions), and the Warrant Agent hereby accepts such appointment. The
Company may from time to time appoint such Co-Warrant Agents as it may, in its sole discretion, deem necessary or desirable upon ten
(10) calendar days’ prior written notice to the Warrant Agent. The Warrant Agent shall have no duty to supervise, and shall
in no event be liable for, the acts or omissions of any such Co-Warrant Agent. In the event the Company appoints one or more co-Warrant
Agents, the respective duties of the Warrant Agent and any Co-Warrant Agent shall be as the Company shall reasonably determine, provided
that such duties and determination are consistent with the terms and provisions of this Agreement.


 


Section 3. Global
Warrants.


 


(a) The Warrants, shall
be issuable in book entry form (the “Global Warrants” and, each, a “Global Warrant”). All of the
Warrants shall initially be represented by one or more Global Warrants, deposited with the Warrant Agent and registered in the name of
Cede & Co., a nominee of The Depository Trust Company (the “Depositary”), or as otherwise directed by the
Depositary. Ownership of beneficial interests in the Warrants, shall be shown on, and the transfer of such ownership shall be effected
through, records maintained by (i) the Depositary or its nominee for each Global Warrant or (ii) institutions that have accounts
with the Depositary (such institution, with respect to a Warrant in its account, a “Participant”). For purposes of
Regulation SHO, a holder whose interest in a Global Warrant is a beneficial interest in certificate(s) representing such Warrant
held in book-entry form through the Depositary shall be deemed to have exercised its interest in such Warrant upon instructing its broker
that is a Participant to exercise its interest in such Warrant, provided that in each such case payment of the applicable aggregate Exercise
Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) trading days and (ii) the
number of trading days comprising the Standard Settlement Period, in each case following such instruction. As used herein, “Standard
Settlement Period” means the standard settlement period, expressed in a number of trading days, on the Company’s primary
trading market with respect to the Common Stock as in effect on the date of delivery of the Exercise Notice.


 


(b) If the Depositary
subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding
other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have
the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the
Warrant Agent for cancellation each Global Warrant, and the Company shall instruct the Warrant Agent in writing to deliver to each Holder
a Warrant Certificate.


 






     


     


    

 


(c)  A Holder has the
right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate Request Notice
(as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some or all of such Holder’s Global
Warrants for a Warrant Certificate, evidencing the same number of Warrants, which request shall be in the form attached hereto as Annex
A (a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice
by the Holder, the “Warrant Certificate Request Notice Date” and the deemed surrender upon delivery by the Holder
of a number of Global Warrants for the same number of Warrants evidenced by a Warrant Certificate, a “Warrant Exchange”),
the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly issue and deliver, at the expense of the Company, to
the Holder a Warrant Certificate, for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such Warrant
Certificate, shall be dated the original issue date of the Warrants, shall be executed by manual signature by an authorized signatory
of the Company, shall be in the form attached hereto as Exhibit 1-A or Exhibit 1-B, respectively. In connection
with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Warrant Certificate, to the Holder
within three (3) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate
Request Notice (“Warrant Certificate Delivery Date”). Notwithstanding anything herein to the contrary, the Company
shall act as warrant agent with respect to any physical Warrant Certificate issued pursuant to this section. If the Company fails for
any reason to deliver to the Holder the Warrant Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate
Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares
evidenced by such Warrant Certificate (based on the VWAP (as defined in the Warrants) of the Common Stock on the Warrant Certificate
Request Notice Date), $10 per Business Day (increasing to $20 per Business Day on the fifth Business Day after such liquidated damages
begin to accrue) for each Business Day after such Warrant Certificate Delivery Date until such Warrant Certificate, as applicable, is
delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. In no event shall the Warrant
Agent be liable for the Company’s failure to deliver the Warrant Certificate by the Warrant Certificate Delivery Date. The Company
covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the
holder of the Warrant Certificate, as applicable, and, notwithstanding anything to the contrary set forth herein, the Warrant Certificate
shall be deemed for all purposes to contain all of the terms and conditions of the Warrants, evidenced by such Warrant Certificate, and
the terms of this Agreement, other than Sections 3(c) and 9 herein, shall not apply to the Warrants evidenced by the Warrant Certificate.
In the event a beneficial owner requests a Warrant Exchange, upon issuance of the paper Warrant Certificate, the Company shall act as
warrant agent and the terms of the paper Warrant Certificate so issued shall exclusively govern in respect thereof.


 


Section 4. Form of
Warrant Certificates. The Warrant Certificate, together with the form of election to purchase Common Stock (“Exercise Notice”)
and the form of assignment to be printed on the reverse thereof, shall be in the form of Exhibit 1-A hereto and the Warrant
Certificate, together with the form of Exercise Notice and the form of assignment to be printed on the reverse thereof, shall be in the
form of Exhibit 1-B hereto.


 


Section 5. Countersignature
and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial
Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile
thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature.
The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid
for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall
cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant
Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though
the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed
on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer
of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such
an officer.


 






     


     


    

 


The Warrant Agent will keep
or cause to be kept, at its office designated for such purposes, books for registration and transfer of the Warrant Certificates issued
hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants
evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create
a special account for the issuance of Warrant Certificates.


 


Section 6. Transfer,
Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. With respect
to the Global Warrant, subject to the provisions of the Warrant Certificate, and the last sentence of this first paragraph of Section 6
and subject to applicable law, rules or regulations, or any “stop transfer” instructions the Company may give to the
Warrant Agent, at any time after the closing date of the Offering, and at or prior to the Close of Business on the Termination Date (as
such term is defined in the Warrant Certificate), any Warrant Certificate or Warrant Certificates or Global Warrant or Global Warrants
may be transferred, split up, combined or exchanged for another Warrant Certificate or Warrant Certificates or Global Warrant or Global
Warrants, entitling the Holder to purchase a like number of shares of Common Stock as the Warrant Certificate or Warrant Certificates
or Global Warrant or Global Warrants surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split up, combine
or exchange any Warrant Certificate or Global Warrant shall make such request in writing delivered to the Warrant Agent, and shall surrender
the Warrant Certificate or Warrant Certificates, together with the required form of assignment and certificate duly executed and properly
completed and such other documentation as the Warrant Agent may reasonably request, to be transferred, split up, combined or exchanged
at the office of the Warrant Agent designated for such purpose, provided that no such surrender is applicable to the Holder of a Global
Warrant. Any requested transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied by evidence of authority
of the party making such request that may be reasonably required by the Warrant Agent. Thereupon the Warrant Agent shall, subject to
the last sentence of this first paragraph of Section 6, countersign and deliver to the Person entitled thereto a Warrant Certificate
or Warrant Certificates, as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Warrant
Certificates. The Warrant Agent shall not have any duty or obligation to take any action under any section of this Agreement that requires
the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made.


 


Upon receipt by the Warrant
Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate, which evidence
shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof remaining, and, in case
of loss, theft or destruction, of indemnity or security reasonably acceptable to the Company and the Warrant Agent, and satisfaction
of any other reasonable requirements established by Section 8-405 of the Uniform Commercial Code as in effect in the State of Delaware,
and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant
Agent and cancellation of the Warrant Certificate if mutilated, the Company will make and deliver a new Warrant Certificate of like tenor
to the Warrant Agent for delivery to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.


 






     


     


    

 


Section 7. Exercise
of Warrants; Exercise Price; Termination Date.


 


(a) The Warrants shall be exercisable commencing
on the Initial Exercise Date. The Warrants shall cease to be exercisable as of the Close of Business on the Termination Date (as such
term is defined in the Warrant Certificate). Subject to the foregoing and this Section 7, the Holder of a Warrant, may exercise
the Warrant, in whole or in part pursuant to Section 2 of the Warrant Certificate. Payment of the Exercise Price (unless exercised
via a cashless exercise), may be made, at the option of the Holder, by wire transfer or by certified or official bank check in United
States dollars, to the Warrant Agent at the office of the Warrant Agent designated for such purposes. In the case of the Holder of a
Global Warrant, the Holder shall deliver the duly executed Exercise Notice and the payment of the Exercise Price as described herein.
Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global
Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall
effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form
for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation,
as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided
under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment
at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will
receive interest on any deposits or Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee
(or other type of guarantee or notarization) of any Exercise Notice be required.


 


(b) Upon receipt of
an Exercise Notice for a Cashless Exercise, the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and request
from the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable
in connection with such Cashless Exercise. The Warrant Agent shall have no obligation under this Agreement to calculate, the number of
Warrant Shares issuable in connection with a Cashless Exercise nor shall the Warrant agent have any duty or obligation to investigate
or confirm whether the Company’s determination of the number of Warrant Shares issuable upon such exercise, pursuant to this Section 7,
is accurate or correct.


 


(c) Upon exercise of
a Warrant Certificate pursuant to Section 2 of the Warrant Certificate, the Warrant Agent shall cause the Warrant Shares underlying
such Warrant Certificate, or Global Warrant, to be delivered to or upon the order of the Holder of such Warrant Certificate, or Global
Warrant, registered in such name or names as may be designated by such Holder, no later than the Warrant Share Delivery Date (as such
term is defined in the Warrant Certificate. If the Company is then a participant in the DWAC system of the Depositary and either (A) there
is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or
(B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant
Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance
of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 2(d)(i) or 2(d)(iv) of
the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything
else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the
Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s
Warrant as set forth in Section 7(a) hereof by the Warrant Share Delivery Date, the Warrant Agent will not obligated to deliver
such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Warrant Share Delivery Date shall
be deemed extended by one day for each day (or part thereof) until such payment is delivered to the Warrant Agent.


 






     


     


    

 


(d) The Warrant Agent
shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with
the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via
email at the end of each day on which exercise notices are received or funds for the exercise of any Warrant are received of the amount
so deposited to its account.


 


(e) In case the Holder
of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate
evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the
Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 2(d)(ii) of the Warrant Certificate,
subject to the provisions of Section 6 hereof.


 


Section 8. Cancellation
and Destruction of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise, transfer, split up, combination
or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant Agent for cancellation or in canceled
form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant Certificates shall be issued in lieu thereof except
as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Warrant Agent for cancellation and
retirement, and the Warrant Agent shall so cancel and retire, any other Warrant Certificate purchased or acquired by the Company otherwise
than upon the exercise thereof. The Warrant Agent shall deliver all canceled Warrant Certificates to the Company, or shall, at the written
request of the Company, destroy such canceled Warrant Certificates, and in such case shall deliver a certificate of destruction thereof
to the Company, subject to any applicable law, rule or regulation requiring the Warrant Agent to retain such canceled certificates.


 


Section 9. Certain
Representations; Reservation and Availability of Shares of Common Stock or Cash.


 


(a) This Agreement has
been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant
Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms,
and the Warrants have been duly authorized, executed and issued by the Company and, assuming due execution thereof by the Warrant Agent
pursuant hereto and payment therefor by the Holders, constitute valid and legally binding obligations of the Company enforceable against
the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally
or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).


 


(b) As of the date hereof,
the authorized capital stock of the Company consists of (i) 150,000,000 shares of Common Stock, of which 4,197,189 shares of Common
Stock are issued and outstanding (prior to the issuance of shares in the Offering), and 36,000,000 shares of Common Stock are reserved
for issuance upon exercise of the Warrants, (ii) 593,924 shares of Common Stock are reserved for issuance upon exercise of warrants
outstanding immediately prior to the Offering, (iii) 10,000,000 shares of preferred stock, none of which are issued and outstanding,
and 10,000,000 shares of Common Stock are reserved for issuance upon conversion of the Preferred Stock; and (iv) 159,804 shares
of Common Stock are authorized for issuance to employees, consultants and directors pursuant to the Company’s equity incentive
plans, and (v) pursuant to the Company’s equity incentive plans, options to purchase 1,037,272 shares are issued and outstanding
and 18,205 unvested restricted stock units are outstanding. There are currently no other outstanding obligations, warrants, options or
other rights to subscribe for or purchase from the Company any class of capital stock of the Company.


 






     


     


    

 


(c) The Company covenants
and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized
and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be
sufficient to permit the exercise in full of all outstanding Warrants.


 


(d) The Warrant Agent
will create a special account for the issuance of Common Stock upon the exercise of Warrants.


 


(e) The Company further
covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable
in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of
the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any
transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in
a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any
certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid
(any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has
been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge
is due.


 


Section 10. Common
Stock Record Date. Each Person in whose name any certificate for shares of Common Stock is issued (or to whose broker’s account
is credited shares of Common Stock through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to have become
the holder of record for the Common Stock represented thereby on, and such certificate shall be dated, the date on which submission of
the Exercise Notice was made, provided that the Warrant Certificate evidencing such Warrant was duly surrendered (but only if required
herein) and payment of the Exercise Price (and any applicable transfer taxes) was received on or prior to the Warrant Share Delivery
Date; provided, however, that, if the date of submission of the Exercise Notice is a date upon which the Common Stock transfer
books of the Company are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate
shall be dated, the next succeeding day on which the Common Stock transfer books of the Company are open.


 


Section 11. Adjustment
of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants. The Exercise Price, the number of shares covered
by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the
Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate,
the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than
shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained
in Section 3 of the Warrant Certificate, and the provisions of Sections 7, 9 and 13 of this Agreement with respect to the shares
of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment
made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price,
the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment
as provided herein.


 






     


     


    

 


Section 12. Certification
of Adjusted Exercise Price or Number of Shares of Common Stock. Whenever the Exercise Price or the number of shares of Common Stock
issuable upon the exercise of each Warrant Certificate is adjusted as provided in Section 11 or 13, the Company shall (a) promptly
prepare a certificate setting forth the Exercise Price of each Warrant Certificate, as so adjusted, and a brief, reasonably detailed
statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for
the Common Stock a copy of such certificate and (c) instruct the Warrant Agent, at the Company’s expense, to send a brief
summary thereof to each Holder of a Warrant Certificate. The Warrant Agent shall be fully protected in relying on such certificate and
on any adjustment or statement therein contained and shall have no duty or liability with respect to, and shall not be deemed to have
knowledge of any such adjustment or any such event unless and until it shall have received such certificate.


 


Section 13. Fractional
Shares of Common Stock.


 


(a) The Company shall
not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant
would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction
to the nearest whole Warrant (rounded down).


 


(b) The Company shall
not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional shares
of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual
issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.


 


Section 14. Concerning the Warrant Agent.


 


(a) The Company agrees
to pay to the Warrant Agent, pursuant to the fee schedule mutually agreed upon by the parties hereto and provided separately on the date
hereof, for all services rendered by it hereunder and, from time to time, its reasonable expenses and counsel fees and other disbursements
incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance
of its duties hereunder.


 


(b) The Company covenants
and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable fees and expenses of
its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or
out of, directly or indirectly, any claims or liability resulting from its actions or omissions as Warrant Agent pursuant hereto; provided,
that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses,
losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful
misconduct (each as determined by a final non-appealable court of competent jurisdiction). Notwithstanding anything in this Agreement
to the contrary, any liability of the Warrant Agent under this Agreement will be limited to the amount of annual fees paid by the Company
to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being
sought. The costs and expenses incurred by the Warrant Agent in enforcing this right of indemnification shall be paid by the Company.


 






     


     


    

 


(c)  Upon the assertion
of a claim for which the Company may be required to indemnify the Warrant Agent, the Warrant Agent shall promptly notify the Company
of such assertion, and shall keep the other party reasonably advised with respect to material developments concerning such claim. However,
failure to give such notice shall not affect the Warrant Agent’s right to and the Company’s obligations for indemnification
hereunder.


 


(d) Neither party to
this Agreement shall be liable to the other party for any consequential, indirect, punitive, special or incidental damages under any
provisions of this Agreement or for any consequential, indirect, punitive, special or incidental damages arising out of any act or failure
to act hereunder even if that party has been advised of or has foreseen the possibility of such damages.


 


(e) Notwithstanding
anything contained herein to the contrary, the rights and obligations of the parties set forth in this Section 14 shall survive
termination of this Agreement, the expiration of the Warrants or the resignation, removal or replacement of the Warrant Agent.


 


Section 15. Purchase
or Consolidation or Change of Name of Warrant Agent. Any Person into which the Warrant Agent or any successor Warrant Agent may be
merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Warrant Agent or any
successor Warrant Agent shall be party, or any Person succeeding to the stock transfer or other shareholder services business of the
Warrant Agent or any successor Warrant Agent, shall be the successor to the Warrant Agent under this Agreement without the execution
or filing of any paper or any further act on the part of any of the parties hereto, provided that such Person would be eligible for appointment
as a successor Warrant Agent under the provisions of Section 17. In case at the time such successor Warrant Agent shall succeed
to the agency created by this Agreement any of the Warrant Certificates shall have been countersigned but not delivered, any such successor
Warrant Agent may adopt the countersignature of the predecessor Warrant Agent and deliver such Warrant Certificates so countersigned;
and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor Warrant Agent may countersign
such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all
such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.


 


In case at any time the
name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered,
the Warrant Agent may adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned; and in case
at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates
either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided in
the Warrant Certificates and in this Agreement.


 


Section 16. Duties
of Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following express terms
and conditions (and no implied terms and conditions), by all of which the Company, by its acceptance hereof, shall be bound and shall
not assume any obligations or relationship of agency or trust with any of the Holders of the Warrants or any other Person:


 


(a) The Warrant Agent
may consult with legal counsel selected by it (who may be legal counsel for the Company), and the opinion and advice of such counsel
shall be full and complete authorization and protection to the Warrant Agent as to any action taken or omitted by it in accordance with
such opinion or advice.


 






     


     


    

 


(b) Whenever in the
performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved
or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Chief
Executive Officer, Chief Financial Officer or Vice President of the Company; and such certificate shall be full authorization and protection
to the Warrant Agent and the Warrant Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be
taken by it under the provisions of this Agreement in reliance upon such certificate. The Warrant Agent shall have no duty to act without
such a certificate as set forth in this Section 16(b).


 


(c) Subject to the limitation
set forth in Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct
(each as determined in a final, non-appealable judgment of a court of competent jurisdiction).


 


(d) The Warrant Agent
shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates
(including in the case of any notation in book entry form to reflect ownership), except its countersignature thereof, by the Company
or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only.


 


(e) The Warrant Agent
shall not have any liability or be under any responsibility in respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except
its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this
Agreement or in any Warrant Certificate; nor shall it be responsible for the adjustment of the Exercise Price or the making of any change
in the number of shares of Common Stock required under the provisions of Section 11 or 13 or responsible for the manner, method
or amount of any such change or adjustment or the ascertaining of the existence of facts that would require any such adjustment or change
(except with respect to the exercise of Warrants evidenced by Warrant Certificates after actual notice of any adjustment of the Exercise
Price); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of
any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock
will, when issued, be duly authorized, validly issued, fully paid and nonassessable.


 


(f) Each party hereto
agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required by the other party hereto for the carrying out or performing
by any party of the provisions of this Agreement.


 


(g) The Warrant Agent
is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer,
Chief Financial Officer or Vice President of the Company, and to apply to such officers for advice or instructions in connection with
its duties, and it shall not be liable and shall be indemnified and held harmless for any action taken or suffered to be taken by it
in good faith in accordance with instructions of any such officer, provided Warrant Agent carries out such instructions without gross
negligence, bad faith or willful misconduct.


 


(h) The Warrant Agent
and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities
of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money
to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude
the Warrant Agent from acting in any other capacity for the Company or for any other Person.


 






     


     


    

 


(i) The Warrant Agent
may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through
its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any
such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, absent gross negligence
or bad faith in the selection and continued employment thereof (which gross negligence and bad faith must be determined by a final, non-appealable
judgment of a court of competent jurisdiction).


 


(j) The Warrant Agent
shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or subject it to expense or
liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory
to it.


 


(k) The Warrant Agent shall not be liable
or responsible for any failure of the Company to comply with any of its obligations relating to any registration statement filed with
the Securities and Exchange Commission or this Agreement, including without limitation obligations under applicable regulation or law.


 


(l) The Warrant Agent may rely on and be
fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an “eligible guarantor institution”
that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program”
or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or any interpretation
of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed.


 


(l) In the event the Warrant Agent believes
any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document
received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain from taking any action, and shall be
fully protected and shall not be liable in any way to Company, the holder of any Warrant or any other Person for refraining from taking
such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty
to the satisfaction of Warrant Agent.


 


This Section 16 shall survive the expiration
of the Warrants, the termination of this Agreement and the resignation, replacement or removal of the Warrant Agent. The costs and expenses
incurred in enforcing this right of indemnification shall be paid by the Company.


 






     


     


    

 


Section 17. Change
of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice
in writing sent to the Company and, in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the
Company, to each transfer agent of the Common Stock. In the event the transfer agency relationship in effect between the Company and
the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under
this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice thereunder.
The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent
or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock, and to the Holders of the Warrant Certificates.
If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor
to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has
been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant
Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant
Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes
of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant
Agent, whether appointed by the Company or by such a court, shall be a Person, other than a natural person, organized and doing business
under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise stock transfer
powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant
Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but
the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder,
and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose but such predecessor Warrant Agent shall
not be required to make any additional expenditure (without prompt reimbursement by the Company) or assume any additional liability in
connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing
with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing to the Holders of
the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent,
as the case may be.


 


Section 18. Issuance
of New Warrant Certificates. Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary, the Company
may, at its option, issue new Warrant Certificates evidencing Warrants in such form as may be approved by its Board of Directors to reflect
any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property
purchasable under the several Warrant Certificates made in accordance with the provisions of this Agreement.


 


Section 19. Notices.
Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of any Warrant Certificate
to or on the Company, (ii) by the Company or by the Holder of any Warrant Certificate to or on the Warrant Agent or (iii) by
the Company or the Warrant Agent to the Holder of any Warrant Certificate, shall be deemed given when in writing (a) on the date
delivered, if delivered personally, (b) on the first Business Day following the deposit thereof with Federal Express or another
recognized overnight courier, if sent by Federal Express or another recognized overnight courier, (c) on the fourth Business Day
following the mailing thereof with postage prepaid, if mailed by registered or certified mail (return receipt requested), and (d) the
date of transmission, if such notice or communication is delivered via facsimile or e-mail attachment at or prior to 5:30 p.m. (New
York City time) on a Business Day and (e) the next Business Day after the date of transmission, if such notice or communication
is delivered via facsimile or e-mail attachment on a day that is not a Business Day or later than 5:30 p.m. (New York City time)
on any Business Day, in each case to the parties at the following addresses (or at such other address for a party as shall be specified
by like notice):


 


		(a)	If to the Company, to:



 


Helius Medical
Technologies, Inc. 


642 Newtown
Yardley Road, Suite 100 


Newtown, Pennsylvania
18940 


Attn: Jeffrey
Mathiesen 


Email: jmathiesen@helius.com


 






     


     


    

 


With a copy (which shall not constitute notice) to:


 


Honigman LLP 


650 Trade
Centre Way, Suite 200 


Kalamazoo,
Michigan 49002 


Attn: Phillip
Torrence 


Email: ptorrence@honigman.com


 


		(b)	If to the Warrant Agent, to:



 


American Stock
Transfer & Trust Company, LLC 


6201 15th
Avenue 


Brooklyn, New
York 11219 


Email: Reorgwarrants@astfinancial.com


 


For any notice delivered by email to be deemed
given or made, such notice must be followed by notice sent by overnight courier service to be delivered on the next Business Day following
such email, unless the recipient of such email has acknowledged via return email receipt of such email.


 


(c) If to the Holder
of any Warrant Certificate, to the address of such Holder as shown on the registry books of the Company. Any notice required to be delivered
by the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of the Company. Notwithstanding any other provision
of this Agreement, where this Agreement provides for notice of any event to a Holder of any Warrant, such notice shall be sufficiently
given if given to the Depositary (or its designee) pursuant to the procedures of the Depositary or its designee.


 


Section 20. Supplements
and Amendments.


 


(a) The Company and
the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders of Global Warrants in
order to (i) add to the covenants and agreements of the Company for the benefit of the Holders of the Global Warrants, (ii) to
surrender any rights or power reserved to or conferred upon the Company in this Agreement, (iii) to cure any ambiguity, (iv) to
correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or (v) to
make any other provisions with regard to matters or questions arising hereunder which the Company and the Warrant Agent may deem necessary
or desirable, provided that such cure, addition, correction or surrender shall not adversely affect the interests of the Holders of the
Global Warrants or Warrant Certificates in any material respect.


 


(b) In addition to the
foregoing, with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than a majority of the shares
of Common Stock issuable thereunder, the Company and the Warrant Agent may modify this Agreement for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Holders
of the Global Warrants; provided, however, that no modification of the terms (including but not limited to the adjustments
described in Section 11) upon which the Warrants are exercisable or reducing the percentage required for consent to modification
of this Agreement may be made without the consent of the Holder of each outstanding warrant certificate affected thereby; provided further,
however, that no amendment hereunder shall affect any terms of any Warrant Certificate issued in a Warrant Exchange. As a condition
precedent to the Warrant Agent’s execution of any amendment, the Company shall deliver to the Warrant Agent a certificate from
a duly authorized officer of the Company that states that the proposed amendment complies with the terms of this Section 20. No
supplement or amendment to this Agreement shall be effective unless duly executed by the Warrant Agent.


 






     


     


    

 


Section 21. Successors.
All covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns hereunder.


 


Section 22. Benefits
of this Agreement. Nothing in this Agreement shall be construed to give any Person other than the Company, the Holders of Warrant
Certificates and the Warrant Agent any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for
the sole and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrant Certificates.


 


Section 23. Governing
Law; Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be governed by, and construed in accordance
with, the laws of the State of New York without giving effect to the conflicts of law principles thereof. The Company hereby agrees that
any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the
courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenience forum.


 


Section 24. Counterparts.
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted
electronically shall have the same authority, effect and enforceability as an original signature.


 


Section 25. Captions.
The captions of the sections of this Agreement have been inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.


 


Section 26.
Severability. Wherever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder
of such provisions or the remaining provisions of this Agreement; provided, however, that if such prohibited and invalid provision shall
adversely affect the rights, immunities, liabilities, duties or obligations of the Warrant Agent, the Warrant Agent shall be entitled
to resign immediately upon written notice to the Company.


 


Section 27.
Force Majeure. Notwithstanding anything to the contrary contained herein, the Warrant Agent
will not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation,
acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or
loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war,
or civil unrest.


 






     


     


    

 


Section 28. Entire
Agreement. The parties hereto acknowledge that there are no agreements or understandings, written or oral, between them with respect
to matters contemplated hereunder other than as set forth herein and the Warrant Certificates, that this Agreement and the Warrant Certificates
contain the entire agreement between them with respect to the subject matter hereof and thereof.


 


Section 29. Conflicts. To the extent any provision of a Warrant Certificate that is not held in global form through DTC (or any successor depositary) conflicts
with the express provisions of this Agreement, the provisions of such Warrant Certificate shall govern and be controlling.


 


Section 30.
Fees; Expenses. As consideration for the services provided by AST (the “Services”),
the Company shall pay to AST the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests
that AST provide additional services not contemplated hereby, the Company shall pay to AST fees for such services at AST’s reasonable
and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties
at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”)


 


(a)          The
Company shall reimburse AST for all reasonable and documented expenses incurred by AST (including, without limitation, reasonable and
documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however,
that AST reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and
Expenses within thirty (30) days following receipt of an invoice from AST.


 


(b)          The
Company agrees and acknowledges that AST may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by
the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by
the U.S. Department of Labor, Bureau of Labor Statistics.


 


(c)          Upon
termination of this Agreement for any reason, AST shall assist the Company with the transfer of records of the Company held by AST. AST
shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records
to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination
of this Agreement (the “Record Transfer Services”).


 






     


     


    

 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


	 	Helius
    Medical Technologies, Inc.,
	 	 
	 	 
	 	By:	/s/
    Jeffrey S. Mathiesen 
	 	 	Name: Jeffrey S. Mathiesen 
	 	 	Title: Chief Financial Officer, Treasurer and
    Secretary
	 	 
	 	 
	 	AMERICAN STOCK TRANSFER &
    TRUST COMPANY LLC
	 	 
	 	By: 	/s/ Michael Legregin 
	 	 	Name:  Michael Legregin
	 	 	Title: Senior Vice President




 



     


     


    

 





Annex A: Form of Warrant Certificate Request
Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


 


To: American Stock Transfer &
Trust Company, LLC, as Warrant Agent for Helius Medical Technologies, Inc. (the “Company”)


 


The undersigned Holder of Helius Medical
Technologies, Inc. Common Stock Purchase Warrants (“Warrants”) in the form of [_______] [_______] Global Warrants issued
by the Company hereby elects to receive a Warrant Certificate evidencing the Warrants held by the Holder as specified below:


 


		1.	Name of Holder of [_______] [_______] Warrants in form of Global Warrants:
                                            ___________________________



 


		2.	Name of Holder in Warrant Certificate (if different from name of Holder
                                            of Warrants in form of Global Warrants): ________________________________



 


		3.	Number of Warrants in name of Holder in form of Global Warrants: ___________________



 


		4.	Number of Warrants for which Warrant Certificate shall be issued: __________________



 


		5.	Number of Warrants in name of Holder in form
                                            of Global Warrants after issuance of Warrant Certificate, if any: ___________



 


		6.	[_______] [_______] Warrant Certificate shall be delivered to the following
                                            address:



 


______________________________


 


______________________________


 


______________________________


 


______________________________





 


The undersigned hereby acknowledges
and agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate, the Holder is deemed to have surrendered
the number of Warrants in form of Global Warrants in the name of the Holder equal to the number of Warrants evidenced by the Warrant
Certificate.


 


[SIGNATURE
OF HOLDER]


 


	Name of Investing Entity:	 
	 	 
	 	 
	Signature of Authorized Signatory of Investing Entity:	 
	 	 
	 	 
	Name of Authorized Signatory:	 
	 	 
	 	 
	Title of Authorized Signatory:	 
	 	 
	 	 
	Date:	 	 




 






     


     


    

 


Exhibit 1-A: Form of Warrant Certificate


 






     


     


    

 


Schedule 1


 


Fees


 


	Monthly Warrant Administration Fee (per Warrant
    Issue)	 	$	250.00	 
	 	 	 	 	 
	EXCHANGE OF WARRANTS INTO
    COMMON SHARES	 	 	 	 
	Per Manual Exercise of Warrants (until established on DTC
    WARR System)	 	$	100.00	 



 


SPECIAL SERVICES


 


Services not included herein (including, without
limitation, trustee and custodial services, exchange/tender offer services and stock dividend disbursement services) but requested by
the Company may be subject to additional charges.


 


Out-of-pocket Expenses


 


All customary out-of-pocket expenses will be
billed in addition to the foregoing fees. These charges include, but are not limited to, printing and stationery, freight and materials
delivery, postage and handling.


 


The foregoing fees apply to services ordinarily
rendered by AST and are subject to reasonable adjustment based on final review of documents.