Exhibit 10.1


 


WARRANT AGENCY AGREEMENT


 


This WARRANT AGENCY AGREEMENT
(this “Warrant Agreement”) is dated as of August 11, 2022 between Nocera, Inc., a Nevada corporation (the “Company”),
and Mountain Share Transfer, LLC., a Georgia limited liability company (the “Warrant Agent”).


 


WHEREAS, pursuant to
the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated August 10, 2022, by and between
the Company and Spartan Capital Securities, LLC and Revere Securities, LLC, as the representatives of the underwriters set forth on Schedule
I thereto (the “Underwriters”), the Company is engaged in a public offering (the “Offering”) of
up to 2,162,000 units (“Units”), each Unit consisting of (i) one share (“Share”) of common stock,
par value $0.001 per share (the “Common Stock”) and (ii) one warrant (“Warrant”) exercisable for
two (2) shares of Common Stock of the Company (the “Warrant Shares”), including 324,300 Units issuable upon the over-allotment
option granted to the underwriters to any cover over-allotments, if any.


 


WHEREAS, the Company
filed with the Securities and Exchange (the “Commission”) a Registration Statement on Form S-1 (File No. 333-264059),
as amended (the “Registration Statement”), for the registration under the Securities Act of 1933, as amended (the “Securities
Act”), of the Shares, Warrants and Warrant Shares and the Registration Statement was declared effective by the Commission on
August 10, 2022.


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set
forth in this Warrant Agreement in connection with the issuance, registration, transfer, exchange, and exercise of the Warrants;


 


WHEREAS, the Company
desires to provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants the valid, binding, and legal obligations of the Company,
and to authorize the execution and delivery of this Warrant Agreement.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


		1.	Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for
the Company with respect to the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance
with the express terms and conditions set forth in this Warrant Agreement (and no duties or obligations shall be inferred or implied).



 


		2.	Warrants. The Warrant Agent shall serve as warrant agent for the Warrants and Representative Warrants.



 


		2.1	Form of Warrants. The Warrants shall be registered securities and shall be initially evidenced
by a Global Warrant Certificate (“Global Certificate”) in the form of Annex A to this Warrant Agreement.
The Warrants and Warrant Shares may, at the election of the holder of the Warrant, be deposited on behalf of the Company with a custodian
for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee of DTC. If DTC subsequently
ceases to make its settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making 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, registration in the name of Cede & Co., a nominee of DTC, the Company may instruct the Warrant Agent to provide written instructions
to DTC to deliver to the Warrant Agent for cancellation the Global Certificate, and the Company shall instruct the Warrant Agent to deliver
to each Holder (as defined below) separate certificates evidencing Warrants (“Definitive Certificates” and, together
with the Global Certificate, “Warrant Certificates”), in the form of Annex C to this Warrant Agreement. The
Warrants represented by the Global Certificates are referred to as “Global Warrants.”



 


		2.2.	Issuance and Registration of Warrants.



 


 


 


 






    	 	1	 



     


    

 


		2.2.1.	Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original
issuance and the registration of transfer of the Warrants. Any Person in whose name ownership of a beneficial interest in the Warrants
evidenced by a Global Certificate is recorded in the records maintained by DTC or its nominee shall be deemed the “beneficial
owner” thereof, provided that all such beneficial interests shall be held through a Participant (as defined below), which shall
be the registered holder of such Warrants.
		 	 
		2.2.2.	Issuance
of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificate and deliver the Warrants
in the DTC settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. 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) DTC
and (ii) institutions that have accounts with DTC (each, a “Participant”), subject to a Holder’s right to elect
to receive a Warrant in certificated form in the form of Annex C to this Warrant Agreement. Any Holder desiring to elect to receive
a Warrant in certificated form shall make such request in writing delivered to the Warrant Agent pursuant to Section 2.2.8, and shall
surrender to the Warrant Agent the interest of the Holder on the books of the Participant evidencing the Warrants which are to be represented
by a Definitive Certificate through the DTC settlement system. Thereupon, the Warrant Agent shall countersign and deliver to the person
entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested.
		 	 
		2.2.3.	Beneficial
Owner; Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder,” which term shall
include a Holder’s transferees, successors and assigns and a Holder shall include, if the Warrants are held in “street
name,” a Participant or a designee appointed by such Participant) as the absolute owner of such Warrant for purposes of any
exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent, or any agent of the Company or the Warrant
Agent from giving effect to any written certification, proxy, or other authorization furnished by DTC governing the exercise of the rights
of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Warrant evidenced by the Global Certificate
shall be exercised by the Holder or a Participant through the DTC system, except to the extent set forth herein or in the Global Certificate.
		 	 
		2.2.4.	Execution.
The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized
Officer”), which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by facsimile
signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need not be the same
signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless so countersigned. In case
any Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized 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 Certificates 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 an Authorized Officer of the Company authorized to sign such Warrant
Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an Authorized Officer.
		 	 



 


 


 






    	 	2	 



     


    

 


		2.2.5.	Registration
of Transfer. At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants may be registered and any
Warrant Certificate or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate or Warrant Certificates
evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder desiring to register
the transfer of Warrants or to split up, combine or exchange any Warrant Certificate shall make such request in writing delivered to the
Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates evidencing the Warrants the transfer
of which is to be registered or that is or are to be split up, combined or exchanged. Thereupon, the Warrant Agent shall countersign and
deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The Warrant
Agent may require reasonable and customary payment, with respect to a registration of transfer of Warrants or a split-up, combination
or exchange of a Warrant Certificate (but, for purposes of clarity, not upon the exercise of the Warrants and issuance of Warrant Shares
to the Holder), of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with such registration of
transfer, split-up, combination or exchange, together with reimbursement to the Warrant Agent of all reasonable expenses incidental thereto.
All such fees and expenses shall be paid by the Company, and not by the Holder.




 



		2.2.6.	Loss,
Theft, and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction, or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction,
of indemnity or security in customary form and amount, 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 Warrant Agent
shall, on behalf of the Company, countersign and deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant
Certificate so lost, stolen, destroyed, or mutilated. The Warrant Agent may charge the Holder an administrative fee for processing the
replacement of lost Warrant Certificates, which shall be charged only once in instances where a single surety bond obtained covers multiple
certificates. The Warrant Agent may receive compensation from the surety companies or surety bond agents for administrative services provided
to them.
	 	 	 
		2.2.7.	Proxies. The Holder of a Warrant may grant proxies or otherwise authorize any person, including
the Participants and beneficial holders that may own interests through the Participants, to take any action that a Holder is entitled
to take under this Agreement or the Warrants; provided, however, that at all times that Warrants are evidenced
by a Global Certificate, exercise of those Warrants shall be effected on their behalf by Participants through DTC in accordance the procedures
administered by DTC.



 


		2.2.8.	Warrant Certificate Request. 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 Definitive Certificate evidencing the
same number of Warrants, which request shall be in the form attached hereto as Annex E (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 Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall promptly effect the
Warrant Exchange and shall promptly issue and deliver to the Holder a Definitive Certificate for such number of Warrants in the name set
forth in the Warrant Certificate Request Notice. Such Definitive Certificate shall be dated the original issue date of the Warrants, shall
be manually executed by an authorized signatory of the Company, shall be in the form attached hereto as Annex C, and shall be reasonably
acceptable in all respects to such Holder. In connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant
Agent to deliver, the Definitive Certificate to the Holder within the earlier of (i) two Trading Days and (ii) the number of Trading Days
comprising the Standard Settlement Period of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant
Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver to
the Holder the Definitive 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
Definitive 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 for each Business Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered
or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. 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 Definitive Certificate
and, notwithstanding anything to the contrary set forth herein, the Definitive 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
2.2.8 and 7.8 herein, shall not apply to the Warrants evidenced by the Definitive Certificate.



 


 


 


 






    	 	3	 



     


    

 


		 	For purposes of clarity,
if there is a conflict between the express terms of this Warrant Agreement and the Warrant certificate in the form of Annex C hereto
with respect to terms of the Warrants, the terms of the Warrant certificate shall govern and control.



 


		3.	Terms
and Exercise of Warrants.
		 	 
		3.1.	Exercise
Price. Each Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this Warrant
Agreement, to purchase from the Company the number of Common Stock stated therein, at the price state within the warrant certificate per
whole share, subject to the subsequent adjustments provided in Section 4 hereof. The term “Exercise Price” as used
in this Warrant Agreement refers to the price per share at which Common Stock may be purchased at the time a Warrant is exercised.



 



		3.2.	Duration of Warrants. Warrants may be exercised only during the period (“Exercise Period”)
commencing on the Issuance Date and terminating at 5:00 P.M., New York City time (the “close of business”) on the expiration
date stated within the warrant certificate (the “Expiration Date”). Each Warrant not exercised on or before the Expiration
Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close
of business on the Expiration Date.
		 	 
		3.3.	Exercise
of Warrants.
	 	 	 
	 	3.3.1.	Exercise
and Payment.



 


		(a)	Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time
or times during the Exercise Period by delivery to the Warrant Agent of the Notice of Exercise in the form Exhibited as Annex B
hereto (the “Notice of Exercise”). Within the earlier of (i) two Trading Days and (ii) the number of Trading
Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of Exercise as aforesaid, the Holder
shall deliver, in accordance with the payment instructions in the Notice of Exercise, the aggregate Exercise Price for the shares specified
in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise
procedure specified in Section 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall
be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required.
Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate to the
Company until the Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full, in which
case, the Holder shall surrender such Warrant to the Company for cancellation within three Trading Days of the date the final Notice of
Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant
Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount
equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant
Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one Business
Day of receipt of such notice. The Holder and any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions
of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase
hereunder at any given time may be less than the amount stated on the face thereof.
		 	 
		 	Notwithstanding the foregoing in this
Section 3.3.1 a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered
form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this
Section 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise,
complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject
to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in
which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes
of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, notwithstanding
when the applicable Warrant Shares are delivered to such holder.



 


 


 






    	 	4	 



     


    

 


		3.3.2.	Issuance of Warrant Shares. (a) The Warrant Agent shall, on the Trading Day following the date
of exercise of any Warrant, advise the Company, the transfer agent and registrar for the Company’s Common Stock, in respect of (i)
the number of Warrant Shares indicated on the Notice of Exercise as issuable upon such exercise with respect to such exercised Warrants;
(ii) the instructions of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of
the Warrant Shares and the number of Warrants that remain outstanding after such exercise; and (iii) such other information as the Company
or such transfer agent and registrar shall reasonably request.



 



		(b)	The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the transfer agent
to the Holder by (1) crediting the account of the Holder’s or its designee’s balance account with DTC through its Deposit
or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system 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)
this Warrant is being exercised via cashless exercise; or (2) if the Warrant Shares cannot be transmitted to the Holder via DWAC pursuant
to clause (1) above, or if specifically requested by the Holder in the applicable Notice of Exercise, by delivery of a book-entry position,
registered in the Company’s share register in the name of the Holder or its designee, in each case for the number of Warrant Shares
to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date
that is the earlier of (i) two Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery
to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice
of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect
to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate
Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two Trading Days of and (ii) the
number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for
any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share 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 subject to such exercise
(based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading
Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date
until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant
in the FAST program so long as the Warrants remain outstanding and exercisable. 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 Notice of Exercise.



 





	 	3.3.3.	Valid
Issuance. All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant Agreement
shall be validly issued, fully paid, and non-assessable.
	 	 	 
	 	3.3.4.	No
Fractional Exercise. No fractional Warrant Shares will be issued upon the exercise of the Warrant. If, by reason of any adjustment
made pursuant to Section 4, a Holder would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share,
the Company shall, upon such exercise, round up to the nearest whole number of Warrant Shares to be issued to such Holder.
	 	 	 
	 	3.3.5	No
Transfer Taxes. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant
Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that in the event Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise
shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto,
the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all transfer agent fees
required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing
corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
	 	 	 



 


 


 






    	 	5	 



     


    

 


	 	3.3.6	Restrictive
Legend Events; Cashless Exercise Under Certain Circumstances.



 




		(i)	The Company shall use its commercially reasonable efforts to maintain the effectiveness of the Registration
Statement and the current status of the prospectus included therein or to file and maintain the effectiveness of another registration
statement and another current prospectus covering the Warrants and the Warrant Shares at any time that the Warrants are exercisable. The
Company shall provide to the Warrant Agent and each Holder prompt written notice of any time that the Company is unable to deliver the
Warrant Shares via DTC transfer or otherwise without restrictive legend because (A) the Commission has issued a stop order with respect
to the Registration Statement; (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement,
either temporarily or permanently; (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either
temporarily or permanently; (D) the prospectus contained in the Registration Statement is not available for the issuance of the Warrant
Shares to the Holder; or (E) otherwise (each a “Restrictive Legend Event”). To the extent that the Warrants cannot
be exercised as a result of a Restrictive Legend Event, the Company shall, at the election of the Holder, which shall be given within
five days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase
and the Company shall return all consideration paid by registered holder for such shares upon such rescission or (B) treat the attempted
exercise as a cashless exercise as described in paragraph (ii) below and refund the cash portion of the exercise price to the Holder.



 



		(ii)	If a Restrictive Legend Event has occurred, the Warrant may also be exercisable on a cashless basis. Notwithstanding
anything herein to the contrary, but without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise”
pursuant to this Section 3.3.6(b) or to receive cash payments pursuant to Section 3.3.2(b) and Section 3.3.8 herein, the Company shall
not be required to make any cash payments or net cash settlement to the Holder in lieu of delivery of the Warrant Shares. Upon a “cashless
exercise,” the Holder shall be entitled to receive the number of Warrant Shares equal to the quotient (if such quotient would
be a positive number) obtained by dividing (A-B) (X) by (A), where:



 


		(A) =	as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice
of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 3.3.1(a) hereof on a day that is not a Trading
Day or (2) both executed and delivered pursuant to Section 3.3.1(a) hereof on a Trading Day prior to the opening of “regular
trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading
Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice
of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the
Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading
hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular
trading hours” on a Trading Day) pursuant to Section 3.3.1(a) hereof or (iii) the VWAP on the date of the applicable Notice
of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant
to Section 3.3.1(a) hereof after the close of “regular trading hours” on such Trading Day;



 


(B) = the Exercise Price of the Warrant,
as adjusted as set forth herein; and


 


		(X) =	the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the
terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.



 


 


 


 






    	 	6	 



     


    

 





	 	 	If the Warrant Shares are issued in such
a cashless exercise, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares
shall take on the registered characteristics of the Warrants being exercised and the Company agrees not to take any position contrary
thereto. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election
to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall
calculate and transmit to the Warrant Agent in a written notice, and the Warrant Agent shall have no duty, responsibility, or obligation
under this section to calculate, the number of Warrant Shares issuable in connection with any cashless exercise. The Warrant Agent shall
be entitled to rely conclusively on any such written notice provided by the Company, and the Warrant Agent shall not be liable for any
action taken, suffered, or omitted to be taken by it in accordance with such written instructions or pursuant to this Warrant Agreement.
Notwithstanding anything herein to the contrary, on the Termination Date (as defined below), this Warrant shall be automatically exercised
via cashless exercise pursuant to this Section 3.3.6.



 





	 	3.3.7	Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares issuable
in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares that are not disputed.
	 	 	 



 



	 	3.3.8	Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if
the Company fails to cause the transfer agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section
3.3.2(b) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by
its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Common
Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise
(a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total
purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the amount obtained by multiplying
(1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times
(2) the price at which the sell order giving rise to such purchase obligation was executed; provided, however, that such Holder provides
reasonable evidence of the date and time of such sell order and such sell order occurred after the missed Warrant Share Delivery Date
and prior to the delivery of the related Warrant Shares, and (B) at the option of the Holder, either reinstate the portion of the Warrant
and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded)
or deliver to the Holder the number of Common Stock that would have been issued had the Company timely complied with its exercise and
delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a
Buy-In with respect to an attempted exercise of Common Stock with an aggregate sale price giving rise to such purchase obligation of
$10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall
provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company,
evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. For the avoidance of doubt,
except in the event of gross negligence or willful misconduct on its part, the Warrant Agent shall not be liable for any failure of the
Company to timely deliver Warrant Shares pursuant to this Section 3.3.8.



 


 


 


 






    	 	7	 



     


    

 




	 	3.3.9	Beneficial
Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of a Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise as
set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting
as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence,
the number of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common
Stock issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of Common
Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder
or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other
securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock
(“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.  Except as set forth in the preceding sentence,
for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged
by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange
Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole
discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether
a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and
of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have
no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For
purposes of this Section 3.3.9, in determining the number of outstanding Common Stock, a Holder may rely on the number of outstanding
Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may
be; (B) a more recent public announcement by the Company; or (C) a more recent written notice by the Company or the transfer agent setting
forth the number of Common Stock outstanding.  Upon the written request of a Holder, the Company shall within two Trading Days confirm
in writing (including by e-mail) to the Holder the number of Common Stock then outstanding.  In any case, the number of outstanding
Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant,
by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported.
The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants,
9.99%) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise
of a Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this
Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately
after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section
3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day
after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable
to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.



 


 


 


 






    	 	8	 



     


    

 


	 	4.	Adjustments.
	 	 	 
	 	4.1	Adjustment
upon Subdivisions or Combinations. If the Company, at any time while the Warrants are outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on its Common Stock or any other equity or equity equivalent securities payable in Common Stock
(which, for avoidance of doubt, shall not include any Common Stock issued by the Company upon exercise of the Warrants); (ii) subdivides
outstanding Common Stock into a larger number of shares; (iii) combines (including by way of reverse stock split) outstanding Common Stock
into a smaller number of shares; or (iv) issues by reclassification of the Common Stock any shares of capital stock of the Company, then
in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Common Stock and such
other capital stock of the Company (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator
shall be the number of Common Stock and such other capital stock of the Company (excluding treasury shares, if any) outstanding immediately
after such event, and the number of shares issuable upon exercise of each Warrant shall be proportionately adjusted such that the aggregate
Exercise Price of such Warrant shall remain unchanged. Any adjustment made pursuant to this Section 4.1 shall become effective immediately
after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination, or re-classification.
	 	 	 
	 	4.2	Adjustment
for Other Distributions.



  


		(a)	Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 4.1 above, if at
any time the Company grants, issues or sells any Common Share Equivalents or rights to purchase stock, warrants, securities, or other
property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will
be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of Common Stock acquirable upon complete exercise of a Warrant (without regard to any limitations on
exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken
for the grant, issuance, or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common
Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s
right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder
shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Stock as a result of
such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if
ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).



 


		(b)	Extraordinary Dividends. If the Company, at any time during the Exercise Period, shall pay a dividend
in cash, securities or other assets to all holders of Common Stock (or other shares of the Company’s capital stock into which the
Warrants are convertible), other than (i) as described in Sections 4.1, 4.2(a) or 4.3, or (ii) regular quarterly or other periodic dividends
(any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Exercise Price shall
be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the quotient of (1) the gross amount of
cash and/or fair market value (as determined by the Company’s Board of Directors, in good faith) of all securities or other assets
paid to the holders of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible) in
respect of such Extraordinary Dividend divided by (2) the sum of the number of Common Stock (or other shares of the Company’s capital
stock into which the Warrants are exercisable) outstanding at the time of the Extraordinary Dividend plus the number of Common Stock then
issuable upon exercise of all outstanding Warrants, provided, that the Exercise Price shall not be reduced below zero.



   


 


 


 






    	 	9	 



     


    

 





	 	4.3.	Fundamental
Transaction. If, at any time while the Warrants are outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any
sale, lease, license, assignment, transfer, conveyance, or other disposition of all or substantially all of its assets in one or a series
of related transactions, (iii) any, direct or indirect, purchase offer, tender offer, or exchange offer (whether by the Company or another
Person) is completed pursuant to which all holders of Common Stock are permitted to sell, tender, or exchange their shares for other securities,
cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization, or recapitalization of the Common Stock or any compulsory
share exchange pursuant to which all outstanding Common Stock are effectively converted into or exchanged for other securities, cash or
property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, or scheme of arrangement)
with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Common Stock (not
including any Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons
making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of a Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been
issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section
3.3.9 on the exercise of a Warrant), the number of Common Stock of the successor or acquiring corporation or of the Company, if it is
the surviving corporation, and such amount of cash or any other consideration (collectively, the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of Common Stock for which a Warrant is exercisable immediately
prior to such Fundamental Transaction (without regard to any limitation in Section 3.3.9 on the exercise of a Warrant). For purposes of
any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based
on the amount of Alternate Consideration issuable in respect of one Common Share in such Fundamental Transaction, and the Company shall
apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components
of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash, or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise
of a Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which
the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company
under the Warrants in accordance with the provisions of this Section 4.3 pursuant to written agreements prior to or during such Fundamental
Transaction. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so
that from and after the date of such Fundamental Transaction, the provisions of the Warrants referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under the Warrants with the same effect as if such Successor Entity had been named as the Company therein.
	 	 	 
	 	 	The Company shall instruct the Warrant
Agent in writing (including by e-mail) to send by e-mail or by first class mail, postage prepaid, to each Holder, written notice of the
execution of any such amendment, supplement, or agreement with the Successor Entity. Any supplemented or amended agreement entered into
by the successor corporation or transferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Section 4.3. The Warrant Agent shall have no duty, responsibility or obligation to determine the
correctness of any provisions contained in such agreement or such notice, including but not limited to any provisions relating either
to the kind or amount of securities or other property receivable upon exercise of warrants or with respect to the method employed and
provided therein for any adjustments, and shall be entitled to rely conclusively for all purposes upon the provisions contained in any
such agreement. The provisions of this Section 4.3 shall similarly apply to successive reclassifications, changes, consolidations, mergers,
sales, and conveyances of the kind described above.






 


		4.4.	Notices to Holder.



 


		(a)	Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision
of this Section 4, the Company shall promptly deliver to the Holder by facsimile or e-mail a notice setting forth the Exercise Price after
such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring
such adjustment. Provided, however, that the Company may satisfy this notice requirement in this Section 4.4(a) by filing such notice
with the Commission pursuant to a Current Report on Form 8-K, or, to the extent that the Company is no longer subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, by posting such notice on the Company’s website.



 


 


 






    	 	10	 



     


    

 


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



 





	 	4.5	Other
Events. If any event occurs of the type contemplated by the provisions of Section 4.1 or 4.2 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation rights, Adjustment Rights, phantom stock rights, or other
rights with equity features to all holders of Common Stock for no consideration), then the Company’s Board of Directors will, at
its discretion and in good faith, make an adjustment in the Exercise Price and the number of Warrant Shares or designate such additional
consideration to be deemed issuable upon exercise of a Warrant, so as to protect the rights of the registered Holder. No adjustment to
the Exercise Price will be made pursuant to more than one sub-section of this Section 4 in connection with a single issuance.
	 	 	 
	 	4.6.	Notices
of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of Warrant Shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof (including by e-mail) to the Warrant Agent, which notice shall state the Exercise Price
resulting from such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
Upon the occurrence of any event specified in Sections 4.1 or 4.2, then, in any such event, the Company shall give written notice by mail,
e-mail or facsimile to each Holder, at the last address set forth for such holder in the Warrant Register, as of the record date or the
effective date of the event. Provided, however, that the Company may satisfy the notice requirement to Holders in this Section 4.6 by
filing such notice with the Commission pursuant to a Current Report on Form 8-K, or, to the extent that the Company is no longer subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act, by posting such notice on the Company’s website. Failure
to give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall be entitled
to rely conclusively on, and shall be fully protected in relying on, any certificate, notice or instructions provided by the Company with
respect to any adjustment of the Exercise Price or the number of shares issuable upon exercise of a Warrant, or any related matter, and
the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with any such certificate,
notice or instructions or pursuant to this Warrant Agreement. The Warrant Agent shall not be deemed to have knowledge of any such adjustment
unless and until it shall have received written notice thereof (including by e-mail) from the Company.



 


 


 


 






    	 	11	 



     


    

 


	 	5.	Restrictive Legends; Fractional Warrants.




 


In the event that
a Warrant Certificate surrendered for transfer bears a restrictive legend, the Warrant Agent shall not register that transfer until the
Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the Warrants
must also bear a restrictive legend upon that transfer. The Warrant Agent shall not be required to effect any registration of transfer
or exchange which will result in the transfer of or delivery of a Warrant Certificate for a fraction of a Warrant.


 


	 	6.	Other Provisions Relating to Rights of Holders of Warrants.
	 	 	 
	 	6.1.	No
Rights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder of Warrants,
shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall
anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as the registered holder of
Warrants, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether
any reorganization, issue of stock, reclassification of share capital, consolidation, merger, conveyance or otherwise), receive notice
of meetings, receive dividends or subscription rights or rights to participate in new issues of shares, or otherwise, prior to the issuance
to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of Warrants.
	 	 	 
	 	6.2.	Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued Common Stock that
will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.
	 	 	 
	 	7.	Concerning
the Warrant Agent and Other Matters.




 


		7.1.	Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement,
shall be confirmed in writing (including by e-mail) by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible
and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform
with the written confirmation received in accordance with this Section 7.1.



 


		7.2.	(a) Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the
Company hereunder, the Company shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent
and the Warrant Agent’s out of pocket expenses in connection with this Warrant Agreement, including the reasonable fees and expenses
of the Warrant Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external)
at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing
and use of the Warrant Agent’s billing systems.



  


		(b)	No provision of this Warrant Agreement shall require Warrant Agent to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties under this Warrant Agreement or in the exercise of its
rights.



 


	 	7.3	As agent for the Company hereunder, the Warrant Agent:




 


		(a)	shall have no duties or obligations other than those specifically set forth herein or as may subsequently
be agreed to in writing by the Warrant Agent and the Company;



 


		(b)	shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency,
value, or genuineness of the Warrants or any Warrant Shares;



 


 


 


 






    	 	12	 



     


    

 


		(c)	shall not be obligated to take any legal action hereunder; if, however, the Warrant Agent determines to
take any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability
it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it;



  


		(d)	may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate,
instrument, opinion, notice, letter, telegram, telex, facsimile transmission, or other document or security delivered to the Warrant Agent
and believed by it to be genuine and to have been signed by the proper party or parties;



  


		(e)	shall not be liable or responsible for any recital or statement contained in the Registration Statement
or any other documents relating thereto;



 


		(f)	shall not be liable or responsible for any failure on the part of the Company to comply with any of its
covenants and obligations relating to the Warrants, including without limitation obligations under applicable securities laws;



 


		(g)	may rely on and shall be fully authorized and protected in acting or failing to act upon the written,
telephonic, or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement
(or supplementing or qualifying any such actions) of officers of the Company, and is hereby authorized and directed to accept instructions
with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for
advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any
delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company
may, at the option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this
Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Warrant Agent shall
not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on
or after the date specified in such application (which date shall not be less than five Business Days after the date such application
is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action,
the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted;



 


		(h)	may consult with counsel satisfactory to the Warrant Agent, including its in-house counsel, if any, and
the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted
by it hereunder in good faith and in accordance with the advice of such counsel;



 


		(i)	may perform any of its duties hereunder either directly or by or through nominees, correspondents, designees,
or subagents, and it shall not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee,
or subagent appointed with reasonable care by it in connection with this Warrant Agreement;



 


		(j)	is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any
person; and



 


		(k)	shall not be required hereunder to comply with the laws or regulations of any country other than the United
States of America or any political subdivision thereof.



 


		7.4.	(a) In the absence of gross negligence or willful or illegal misconduct on its part, the Warrant Agent
shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its
duties under this Warrant Agreement. Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall the Warrant
Agent be liable for special, indirect, incidental, consequential, or punitive losses or damages of any kind whatsoever (including but
not limited to lost profits), even if the Warrant Agent has been advised of the possibility of such losses or damages and regardless of
the form of action. Any liability of the Warrant Agent will be limited in the aggregate to the amount of fees paid by the Company hereunder.
The Warrant Agent shall not be liable for any failures, delays or losses, arising directly or indirectly out of conditions beyond its
reasonable control including, but not limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages
or labor disputes, fires, civil disobedience, riots, rebellions, storms, electrical or mechanical failure, computer hardware or software
failure, communications facilities failures including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts of God,
or similar occurrences.



 


 


 






    	 	13	 



     


    

 


		(b)	In the event any question or dispute arises with respect to the proper interpretation of the Warrants
or the Warrant Agent’s duties under this Warrant Agreement or the rights of the Company or of any Holder, the Warrant Agent shall
not be required to act and shall not be held liable or responsible for its refusal to act until the question or dispute has been judicially
settled (and, if appropriate, it may file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered
by a court of competent jurisdiction, binding on all persons interested in the matter which is no longer subject to review or appeal,
or settled by a written document in form and substance satisfactory to Warrant Agent and executed by the Company and each such Holder.
In addition, the Warrant Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement
by all the Holders and all other persons that may have an interest in the settlement.



 


		7.5.	The Company covenants to indemnify the Warrant Agent and hold it harmless from and against any loss, liability,
claim or expense (“Loss”) arising out of or in connection with the Warrant Agent’s duties under this Warrant
Agreement, including the costs and expenses of defending itself against any Loss, unless such Loss shall have been determined by a court
of competent jurisdiction to be a result of the Warrant Agent’s gross negligence or willful misconduct.



 


		7.6.	Unless terminated earlier by the parties hereto, this Warrant Agreement shall terminate 90 days after
the earlier of the Expiration Date and the date on which no Warrants remain outstanding (the “Termination Date”). On
the Business Day following the Termination Date, the Warrant Agent shall deliver to the Company any entitlements, if any, held by the
Warrant Agent under this Warrant Agreement. The Warrant Agent’s right to be reimbursed for fees, charges and out-of-pocket expenses
as provided in this Section 7 shall survive the termination of this Warrant Agreement.



 


		7.7.	If any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court,
this Warrant Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement
among the parties to it to the full extent permitted by applicable law.



 


		7.8.	The Company represents and warrants that (a) it is duly incorporated and validly existing under the laws
of its jurisdiction of incorporation; (b) the offer and sale of the Warrants and the execution, delivery and performance of all transactions
contemplated thereby (including this Warrant Agreement) have been duly authorized by all necessary corporate action and will not result
in a breach of or constitute a default under the articles of incorporation, bylaws or any similar document of the Company or any indenture,
agreement or instrument to which it is a party or is bound; (c) this Warrant Agreement has been duly executed and delivered by the Company
and constitutes the legal, valid, binding and enforceable obligation of the Company; (d) the Warrants will comply in all material respects
with all applicable requirements of law; and (e) to the best of its knowledge, there is no litigation pending or threatened as of the
date hereof in connection with the offering of the Warrants.



 


		7.9.	In the event of inconsistency between this Warrant Agreement and the descriptions in the Registration
Statement, as they may from time to time be amended, the terms of this Warrant Agreement shall control.



 


		7.10.	Set forth in Annex D hereto is a list of the names and specimen signatures of the persons
authorized to act for the Company under this Warrant Agreement (the “Authorized Representatives”). The Company shall,
from time to time, certify to you the names and signatures of any other persons authorized to act for the Company under this Warrant Agreement.



 


 


 


 






    	 	14	 



     


    

 


		7.11.	Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant
Agent or by the holder of any Warrant to or on the Company including, without limitation, any Notice of Exercise, shall be in writing
and delivered by e-mail, hand or sent by registered or certified mail or a nationally recognized overnight courier service, addressed
(until another address is filed in writing by the Company with the Warrant Agent) as set forth below and if to any holder any notice,
statement or demand shall be given to the last address set forth for such holder (if any) in the Warrant Register:



 


Nocera, Inc.


3F (Building B), No. 185, Sec 1


Datong Rd., Xizhi District


Taiwan, CN 00000


Att.: Jeff Cheng


E-mail: jeffcheng@nocera.company


 


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


 


Carmel, Milazzo & Feil, LLP


55 West 39th Street


18th Floor


New York, NY. 10018


Attention: Ross Carmel, Esq.


Facsimile No.: (646) 838-1314


E-mail: rcarmel@cmfllp.com


 


Any notice, statement or demand
authorized by this Warrant Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent including,
without limitation, any Notice of Exercise, shall be in writing and delivered by e-mail, facsimile, hand or sent by registered or certified
mail a nationally recognized overnight courier service, addressed (until another address is filed in writing by the Warrant Agent with
the Company), as follows:


 


Mountain Share Transfer, Inc.


2030 Powers Ferry Rd. SE, Suite # 212


Atlanta, GA 30339


Facsimile No.: (404) 816-8830


Attention: Erik Nelson


E-mail: esn@mountainsharetransfer.com


 


Any notice or other communication
or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication
is delivered via facsimile at the facsimile number or e-mail at the e-mail address set forth above in this Section 7.11 prior to 5:30
p.m. (New York City time) on any Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number or e-mail at the e-mail address set forth in this Section 7.11 on a day that is not
a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing,
if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required
to be given. Notwithstanding any other provision of this Warrant, where this Warrant provides for notice of any event to the Holder, if
this Warrant is held in global form by DTC (or any successor depositary), such notice shall be sufficiently given if given to DTC (or
any successor depositary) pursuant to the procedures of DTC (or such successor depositary), subject to a Holder’s right to elect
to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not
apply.


 


 


 






    	 	15	 



     


    

 


		7.12.	(a) This Warrant Agreement shall be governed by and construed in accordance with the laws of the State
of Nevada. All actions and proceedings relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in
courts located in the United States District Court for the Western District of Nevada. The Company hereby submits to the personal jurisdiction
of such courts and consents that any service of process may be made by certified or registered mail, return receipt requested, directed
to the Company at its address last specified for notices hereunder.



 


		(b)	This Warrant Agreement shall inure to the benefit of and be binding upon the successors and assigns of
the parties hereto. This Warrant Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party without
the prior written consent of the other party, which the other party will not unreasonably withhold, condition or delay; except that (i)
consent is not required for an assignment or delegation of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization,
merger, consolidation, sale of assets or other form of business combination by Warrant Agent or the Company shall not be deemed to constitute
an assignment of this Warrant Agreement.



 


		(c)	No provision of this Warrant Agreement may be amended, modified, or waived, except in a written document
signed by both parties. The Company and the Warrant Agent may amend or supplement this Warrant Agreement without the consent of any Holder
for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or
changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable,
so long as such amendment or supplement shall not materially and adversely affect the interests of the Holders.  All other amendments
and supplements shall require the vote or written consent of Holders of at least 50.1% of the then outstanding Warrants; provided that
if any such amendment or supplement disproportionately and adversely affect the rights of a Holder compared to other Holders, the prior
written consent of such Holder shall also be required.



 


		7.13	Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may
be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants,
but the Company may require the Holders to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain
from registering any transfer of Warrants or any delivery of any Warrant Shares unless or until the persons requesting the registration
or issuance shall have paid to the Warrant Agent for the account of the Company the amount of such tax or charge, if any, or shall have
established to the reasonable satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been paid. 



  





	 	7.14	Resignation
of Warrant Agent.



 


		7.14.1.	Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed,
may resign its duties, and be discharged from all further duties and liabilities hereunder after giving 30 days’ notice in writing
to the Company, or such shorter period of time agreed to by the Company. The Company may terminate the services of the Warrant Agent,
or any successor Warrant Agent, after giving 30 days’ notice in writing to the Warrant Agent or successor Warrant Agent, or such
shorter period of time as agreed to by the parties. If the office of the Warrant Agent becomes vacant by resignation, termination, or
incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company
shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity
by the Warrant Agent, then the Warrant Agent or any Holder may apply to any court of competent jurisdiction for the appointment of a successor
Warrant Agent at the Company’s cost. Pending appointment of a successor to such Warrant Agent, either by the Company or by such
a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent (but not including the initial
Warrant Agent), whether appointed by the Company or by such court, shall be a person organized and existing under the laws of any state
of the United States of America, in good standing, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent
hereunder, without any further act or deed, and except for executing and delivering documents as provided in the sentence that follows,
the predecessor Warrant Agent shall have no further duties, obligations, responsibilities, or liabilities hereunder, but shall be entitled
to all rights that survive the termination of this Warrant Agreement and the resignation or removal of the Warrant Agent, including but
not limited to its right to indemnity hereunder. If for any reason it becomes necessary or appropriate or at the request of the Company,
the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant
Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in
and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.



  


 


 






    	 	16	 



     


    

 





	 	7.14.2.	Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.



	 	 	 
	 	7.14.3.	Merger
or Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which it may be consolidated
or any person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party or any person succeeding
to the shareowner services business of the Warrant Agent or any successor Warrant Agent shall be the successor Warrant Agent under this
Warrant Agreement, without any further act or deed. For purposes of this Warrant Agreement, “person” shall mean any
individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, or other entity, and shall include
any successor (by merger or otherwise) thereof or thereto.
	 	 	 
	 	8.	Miscellaneous
Provisions.
	 	 	 
	 	8.1.	Persons
Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of
the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties
hereto and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof.
	 	 	 
	 	8.2.	Examination
of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant
Agent designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require any such holder
to provide reasonable evidence of its interest in the Warrants.
	 	 	 
	 	8.3.	Counterparts.
This Warrant Agreement may be executed in any number of original, facsimile, or electronic 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.
	 	 	 
	 	8.4.	Effect
of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect
the interpretation thereof.









 


		8.5	If a Warrant is held in global form through DTC (or any successor depositary), such Warrant is issued
subject to this Warrant Agent Agreement. To the extent any provision of a Warrant conflicts with the express provisions of this Warrant
Agent Agreement, the provisions of such Warrant shall govern and be controlling.



 





	 	9.	Certain
Definitions.



 


As used herein,
the following terms shall have the following meanings:


 


		(i)	“Adjustment Right” means any right granted with respect to any securities issued in
connection with, or with respect to, any issuance, sale or delivery (or deemed issuance, sale or delivery in accordance with Section 4)
of Common Stock (other than rights of the type described in Section 4.2 and 4.3 hereof) that could result in a decrease in the net consideration
received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights,
cash adjustment or other similar rights) but excluding anti-dilution and other similar rights (including pursuant to Section 4.4 of this
Agreement).



 


		(ii)	“Bid Price” means, for any date, the price determined by the first of the following
clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the
time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported
by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is
not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or
OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock
are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most
recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock
as determined by an independent appraiser selected in good faith by the Holders of a majority of the Warrants then outstanding and reasonably
acceptable to the Company, the fees and expenses of which shall be paid by the Company.



 


 


 


 






    	 	17	 



     


    

 


		(ii)	“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 banking institutions in the State of New York are authorized or required by law
or other governmental action to close.



  


		(iii)	“Trading Day” means any day on which the Common Stock are traded on the Trading Market,
or, if the Trading Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities
market in the United States on which the Common Stock are then traded, provided that “Trading Day” shall not include
any day on which the Common Stock are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common
Stock are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate
in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 P.M., New York City time).



 


		(iv)	“Trading Market” means the NYSE American, the Nasdaq Capital Market, the Nasdaq Global
Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).



 


		(v)	“VWAP” means, for any date, the price determined by the first of the following clauses
that applies: (a) if the Common Stock are then listed or quoted on a Trading Market, the daily volume weighted average price of the Common
Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock are then listed or quoted as reported
by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or
OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on
OTCQB or OTCQX as applicable, (c) if the Common Stock are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the
Common Stock are then reported in the “Pink Open Market” published by OTC Markets Group, Inc. (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per Common Share so reported, or (d) in all
other cases, the fair market value of a Common Share as determined by an independent appraiser selected in good faith by the holders of
a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall
be paid by the Company.



 


[SIGNATURE PAGE FOLLOWS.]


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	18	 



     


    

 


IN WITNESS WHEREOF, this Warrant Agency Agreement
has been duly executed by the parties hereto as of the day and year first above written.


 


	
    NOCERA, INC.

     

     
	
    MOUNTAIN SHARE TRANSFER, LLC, 

    as Warrant Agent

     

     

	By: /s/ Yin-Chieh Cheng	By: /s/ Erik Nelson
	Name: Yin-Chieh Cheng	Name: Erik Nelson
	Title: President & CEO	Title: President


 


 


	Annex A: 	Global Warrant Certificate




	Annex B: 	Form of Exercise




	Annex C:	Certificated Form of Warrant




	Annex D:	Authorized Representative




	Annex E:	Form of Warrant Certificate Request Notice




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 








    	 	19	 



     


    

 


ANNEX
A


 


FORM OF GLOBAL CERTIFICATE


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NOCERA, INC. OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


NOCERA, INC.

GLOBAL WARRANT CERTIFICATE


NOT EXERCISABLE AFTER 5:00 PM (NEW
YORK TIME) ON AUGUST 16, 2027


 


This certifies
that the person whose name and address appears below, or registered assigns, is the registered owner of the number of Warrants set forth
below. Each Warrant entitles its registered holder to purchase from Nocera, Inc., a company incorporated under the laws of the State of
Nevada (the “Company”), at any time prior to 5:00 P.M. (Eastern Standard Time) on August 15, 2027, two shares of common
stock, par value $0.001 per share, of the Company (each, a “Warrant Share” and collectively, the “Warrant
Shares”), at an exercise price of $3.85 per share, subject to possible adjustments as provided in the Warrant Agreement
(as defined below).


 


This Warrant
Certificate, with or without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent, may be exchanged
for another Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates
surrendered. A transfer of the Warrants evidenced hereby may be registered upon surrender of this Warrant Certificate at the designated
office of the Warrant Agent by the registered holder in person or by a duly authorized attorney, properly endorsed or accompanied by proper
instruments of transfer, a signature guarantee, and such other and further documentation as the Warrant Agent may reasonably request and
duly stamped as may be required by the laws of the State of New York and of the United States of America.


 


The terms and
conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant Agent
Agreement dated as of August 11, 2022 (the “Warrant Agreement”) between the Company and Mountain Share Transfer LLC
(the “Warrant Agent”). A copy of the Warrant Agreement is available for inspection during business hours at the office
of the Warrant Agent.


 


This Warrant
Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the
Warrant Agent.


 


 


 


 


 






    	 	20	 



     


    

 


IN WITNESS WHEREOF, the undersigned have
executed this Warrant Agency Agreement as of the date first written above.


 


	 	 	NOCERA, INC.
	 	 	 
	 	 	By: 	_________________________________
	 	 	Name:	Yin-Chieh Cheng
	 	 	Title: 	Chief Executive Officer


 


 


Countersigned:


 


	MOUNTAIN SHARE TRANSFER, LLC	 
	 	 
	By:                                              	 
	Name: Erik Nelson	 
	Title:   President	 
	 	 	 
	 	 	 
	 	 	 



 


	PLEASE	DETACH	HERE
	 	 	 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	21	 



     


    

 


Certificate No.:1 Number of Warrants: 2,162,000



 


WARRANT CUSIP NO.: 655186 138


 


 


	
    [Name & Address of Holder]

     

     
	
    NOCERA, INC.

     

     

    Mountain Share Transfer, LLC, Warrant Agent

     

    By mail:

    ___________________________________

     

    By hand or overnight courier:__________________

     



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	22	 



     


    

 


ANNEX
B


 


NOTICE OF EXERCISE


 


	To:	NOCERA, INC.


 


(1)  The undersigned hereby elects
to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders
herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2)  Payment shall take the form
of (check applicable box):


 


[_] in lawful money of the United States;
or


 


[_] if permitted the cancellation of
such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c) of the Warrant, to exercise
this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in
subsection 2(c) of the Warrant.


 


(3)  Please issue said Warrant
Shares in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


 


The Warrant Shares shall be delivered to the following
DWAC Account Number:


 


_______________________________


 


_______________________________


 


_______________________________


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: _______________________________________________________________________


Signature of Authorized Signatory of Investing Entity: _________________________________________________


Name of Authorized Signatory: ___________________________________________________________________


Title of Authorized Signatory: ____________________________________________________________________


 


Date: __________________________________________________________________________


 


 


 


 


 


 






    	 	23	 



     


    

 


ANNEX
C


 


FORM OF CERTIFICATED WARRANT


 


COMMON STOCK PURCHASE WARRANT


  


NOCERA,
INC.


 


	Warrant Shares: _________	Initial Exercise Date: August 15, 2022
	 	Expiration Date: August 16, 2027


 


CUSIP: 655186 138 


ISIN: US6551861387


 


THIS COMMON STOCK PURCHASE
WARRANT (“Warrant”) certifies that, for value received, ____________________, or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after
the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 16, 2027
(the “Termination Date”) but not thereafter, to subscribe for and purchase from NOCERA, INC., a Nevada corporation
(the “Company”), up to _______________ 1 shares of Common Stock (as subject to adjustment hereunder,
the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise
Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry
form and The Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this
Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency
Agreement, in which case this sentence shall not apply.


 


Section 1. Definitions.
In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Attribution
Parties” shall have the meaning set forth in Section 2(e).


 


“Base Share
Price” shall have the meaning set forth in Section 3(c).


 


“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 2(e).


 


“Bid Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading
Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York
City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average per share price
of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then
listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the OTC Pink Market (or a similar
organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,
or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good
faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and
expenses of which shall be paid by the Company.


 


“Black
Scholes Value” shall have the meaning set forth in Section 3(f).


 


“Board”
shall have the meaning set forth in Section 3(f).



 


 


________________________


1 200% coverage of
the number of shares included in the Units purchased by the investor.






    	 	24	 



     


    




 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally
are open for use by customers on such day.


 


“Buy-In”
shall have the meaning set forth in Section 2(d)(iv).


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.


  


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Company”
shall have the meaning set forth in the Preamble.


 


“Dilutive
Issuance” shall have the meaning set forth in Section 3(c).


 


“Dilutive
Issuance Notice” shall have the meaning set forth in Section 3(c).


 


“Distribution”
shall have the meaning set forth in Section 3(e).


 


“DTC”
shall have the meaning set forth in the Preamble.


 


“DWAC”
shall have the meaning set forth in Section 2(d)(i).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exempt
Issuance” means the issuance of (i) shares of Common Stock or options to employees, officers, or directors of the Company or
consultants to the Company pursuant to any stock or option plan or other written agreement duly adopted for such purpose, by a majority
of the non-employee members of the Board or a majority of the members of a committee of non-employee directors established for such purpose
for services rendered to the Company, provided, however, such issuance (A) shall not exceed fifteen percent (15%) of the Common Stock
issued and outstanding as of the date hereof, provided that such shares of Common Stock shall be issued pursuant to an exemption from
registration under the Securities Act and not be entitled to registration rights under the Securities Act, and (B) shall be at no less
than fair market value (as measured by the closing price of the Common Stock on the Trading Market on the date of issuance); (ii) securities
upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into Common Stock issued
and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to
increase the number of such securities or to decrease the exercise price, exchange price, or conversion price of such securities (other
than in connection with stock splits or combinations) or to extend the term of such securities; (iii) securities issued pursuant to acquisitions
or strategic transactions approved by a majority of the disinterested directors of the Company or securities issued in financing transactions,
the primary purpose of which is to finance acquisitions or strategic transactions approved by a majority of the disinterested directors
of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144), and provided
that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries,
an operating company or an owner of an asset in a business synergistic with the business strategy of the Company and shall provide to
the Company additional benefits in addition to the investment of funds; (iv) shares of Common Stock, options, or convertible securities
issued to banks, equipment lessors, or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment
leasing, or real property leasing transaction approved by a majority of the disinterested directors of the Company; (v) shares of Common
Stock, options, or convertible securities issued in connection with the provision of goods or services pursuant to transactions approved
by a majority of the disinterested directors of the Company; and (vi) shares of Common Stock, options, or convertible securities issued
in connection with sponsored research, collaboration, technology license, development, investor or public relations, marketing, or other
similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided such shares
of Common Stock shall not exceed fifteen percent (15%) of the Common Stock issued and outstanding as of the date hereof and that such
shares of Common Stock shall be issued pursuant to an exemption from registration under the Securities Act and not be entitled to registration
rights under the Securities Act.


 


 






    	 	25	 



     


    

 


“Exercise
Price” shall have the meaning set forth in Section 2(b).


 


“Fundamental
Transaction” shall have the meaning set forth in Section 3(f)(v).


 


“Holder”
shall have the meaning set forth in the Preamble.


 


“Initial
Exercise Date” shall have the meaning set forth in the Preamble.


 


“Notice
of Exercise” shall have the meaning set forth in Section 2(a).


 


“Notice
Period” shall have the meaning set forth in Section 6.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Purchase Rights”
shall have the meaning set forth in Section 3(d).


 


“Redemption
Notice” shall have the meaning set forth in Section 6.


 


“Registration
Statement” means the Company’s registration statement on Form S-1 (File No. 333-264059), as amended.


 


“Reset
Price” shall have the meaning set forth in Section 3(a).


 


“SEC”
means the Securities Exchange Commission.


 


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Standard
Settlement Period” shall have the meaning set forth in Section 2(d)(i).


 


“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed
or acquired after the date hereof.


 


“Successor
Entity” shall have the meaning set forth in Section 3(f).


 


“Termination
Date” shall have the meaning set forth in the Preamble.


 


“Trading
Day” means a day on which the Common Stock is traded on a Trading Market.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).


 


“Transfer
Agent” means Mountain Share Transfer, LLC, the current transfer agent of the Company, with a mailing address of 2030
Powers Ferry Rd Suite # 212, Atlanta, GA 30339 and a phone number of (404) 474-3110, and any successor transfer agent of the Company.


 


 


 






    	 	26	 



     


    

 


“Underwriting
Agreement” means the underwriting agreement, dated as of [•], 2022 among the Company and Spartan Capital Securities, LLC
and Revere Securities LLC, as joint representatives to the underwriters named therein, as amended, modified or supplemented from time
to time in accordance with its terms.


 


“Unit”
or “Units” means the units sold pursuant to the Registration Statement.


 


“Variable
Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible
into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price,
exercise price, or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the Common
Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise, or exchange price that
is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified
or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into,
or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or, for a period of 12 months after
the Initial Exercise Date, an at-the-market offering facility, whereby the Company may issue securities at a future determined price.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a Trading Market, the daily volume weighted average price per share of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted
average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock
is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the OTC Pink Market
(or a similar organization or agency succeeding to its functions of reporting prices), the most recent Bid Price per share of the Common
Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser
selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.


  


“Warrant
Agency Agreement” means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the Company
and the Warrant Agent.


 


“Warrant
Agent” means the Transfer Agent and any successor warrant agent of the Company.


 


“Warrant
Register” shall have the meaning set forth in Section 4(c).


 


“Warrant
Share Delivery Date” shall have the meaning set forth in Section 2(d)(i).


 


“Warrant
Shares” shall have the meaning set forth in the Preamble.


 


“Warrants”
means this Warrant and other Warrants underlying the Units.


 


 


 


 






    	 	27	 



     


    

 


Section 2. Exercise.


 


(a) Exercise
of Warrant. Subject to the provisions of Section 2(e) herein, exercise of the purchase rights represented by this Warrant may
be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date, by delivery
to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto
as Annex A (the “Notice of Exercise”), and, unless the cashless exercise procedure specified in Section 2(c)
below is specified in the applicable Notice of Exercise, delivery of the aggregate Exercise Price of the Warrant Shares specified in the
applicable Notice of Exercise as specified in this Section 2(a). Within the earlier of (i) two (2) Trading Days and (ii) the number
of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise
as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise
by wire transfer of immediately available funds or cashier’s check drawn on a United States bank unless the cashless exercise procedure
specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be
required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder
has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall
surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise
is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares
available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal
to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant
Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading
Day of receipt of such notice. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 4:00
p.m. (New York City time) on the Trading Date prior to the Initial Exercise Date, which may be delivered at any time after the time of
execution of the Underwriting Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New
York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder,
provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share
Delivery Date. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions
of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase
hereunder at any given time may be less than the amount stated on the face hereof.


 


Notwithstanding
the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing
this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect
exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate
instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation,
as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant
Agency Agreement, in which case this sentence shall not apply.


 


(b) Exercise
Price. The exercise price per share of Common Stock under this Warrant shall be $3.85, subject to adjustment hereunder
(the “Exercise Price”).


  


(c) Cashless
Exercise. If at any time after the Initial Exercise Date, there is no effective registration statement registering, or no current
prospectus available for the issuance of, the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part,
at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant
Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


	 	(A)=	as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;
	 	 	 



 


 


 


 






    	 	28	 



     


    

 


	 	(B)=	the Exercise Price of this Warrant, as adjusted hereunder; and
	 	 
	 	(X) =	the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 




If Warrant Shares
are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,
the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position
contrary to this Section 2(c).


 


Notwithstanding
anything herein to the contrary, in the event that, on the Termination Date, there is no effective registration statement registering,
or no current prospectus available for the issuance of, the Warrant Shares to the Holder, this Warrant shall be automatically exercised
via cashless exercise pursuant to this Section 2(c) on such Termination Date.


 


(d) Mechanics of Exercise.


 


(i) Delivery of
Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent
to the Holder by crediting the account of the Holder’s or its designee’s balance account with DTC through its Deposit or Withdrawal
at Custodian system (“DWAC”) if the Company is then a participant in such system 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) this Warrant
is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share
register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such
exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days
after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to
the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice
of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall
be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has
been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the 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 following delivery of the Notice of Exercise. If the Company fails for any reason to deliver
to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share 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 subject to such exercise (based on the VWAP of
the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth
Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant
Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST
program so long as this Warrant remains outstanding and exercisable. 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 Notice of Exercise.


  


(ii) Delivery of
New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon
surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the
rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.


 


(iii) Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise; provided, however, that the Holder shall
be required to return any Warrant Shares subject to any such rescinded exercise notice concurrently with the return to Holder of the aggregate
Exercise Price paid to the Company for such Warrant Shares and the restoration of Holder’s right to acquire such Warrant Shares
pursuant to this Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).


 


 


 


 






    	 	29	 



     


    

 


(iv) Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if
the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section
2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required
by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares
of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such
exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s
total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained
by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise
at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the
Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in
which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been
issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Warrant
Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrant Shares with an aggregate
sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall
be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder
in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver Warrant Shares upon exercise of the
Warrant as required pursuant to the terms hereof.


 


(v) No Fractional
Shares or Scrip. No fractional Warrant Shares or scrip representing fractional Warrant Shares shall be issued upon the exercise of
this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole Warrant Share.


 


(vi) Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other
incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and
such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto as Annex B duly executed by the Holder and the Company may require,
as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay
all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to DTC (or another established clearing
corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.


 


(vii) Closing of
Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.


 


 


 


 






    	 	30	 



     


    

 


(e) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons
acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
non-converted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Company
is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely
responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section
2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together
with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the
Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this
Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify
or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 2(e), in determining the number of outstanding
shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s
most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company
or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.
Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder
the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates
or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number
of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise
of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this
Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common
Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the
Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will
not be effective until the sixty-first (61st) day after such notice is delivered to the Company. The provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct
this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein
contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained
in this paragraph shall apply to a successor holder of this Warrant.


 


Section 3. Certain
Adjustments.


 


(a)              
Reset of Exercise Price. If on the date that is 90 calendar days immediately following the Initial Exercise Date of
this Warrant, the Reset Price, as defined below, is less than the Exercise Price at such time, the Exercise Price shall be decreased to
the Reset Price. “Reset Price” shall mean the greater of (i) 50% of the Exercise Price and (ii) 100% of the last VWAP
immediately preceding the 90th calendar day following the Initial Exercise Date.


 


 


 


 






    	 	31	 



     


    

 


(b)              
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding:


 


(i) pays a
stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or Equivalent Securities
payable in Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise
of this Warrant),


 


(ii) subdivides outstanding
shares of Common Stock into a larger number of shares,


 


(iii) combines (including
by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or


 


(iv) issues by reclassification
of shares of Common Stock any shares of capital stock of the Company.


 


Then in each case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock and such other capital stock of
the Company (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number
of shares of Common Stock and such other capital stock of the Company (excluding treasury shares, if any) outstanding immediately after
such event, and the number of shares of Common Stock issuable upon exercise of this Warrant shall be proportionately adjusted such that
the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(b) shall become
effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and
shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


(c) Subsequent
Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell,
enter into an agreement to sell, or grant any option to purchase, or sell, enter into an agreement to sell, or grant any right to reprice,
or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any shares of Common
Stock or Equivalent Securities, at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base
Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that
if the holder of the shares of Common Stock or such other securities so issued shall at any time, whether by operation of purchase price
adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per
share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share
that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of
the Dilutive Issuance at such effective price), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive
Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price provided that the Base Share Price shall not
be less than $1.75 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the
Initial Issuance Date). Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(c) in
respect of an Exempt Issuance. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or
deemed issuance of any shares of Common Stock or Equivalent Securities subject to this Section 3(c), indicating therein the applicable
issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive
Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to
this Section 3(c), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based
upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the
Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued shares of Common Stock or Equivalent Securities
at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.


 


(d) Subsequent
Rights Offerings. In addition to any adjustments pursuant Section 3(c) above, if at any time the Company grants, issues or
sells any Equivalent Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of
any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable
to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares
of Common Stock acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant,
issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common
Stock are to be determined for the grant, issue or sale of such Purchase Rights; provided, however, that, to the extent that the Holder’s
right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder
shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as
a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until
such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation.


  


 


 






    	 	32	 



     


    

 


(e) Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after
the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent
that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise
of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)
immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the
record holders of shares of Common Stock are to be determined for the participation in such Distribution; provided, however, that, to
the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of
any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance
for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation. To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion
of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.


 


(f) Fundamental
Transaction. If, at any time while the Warrants are outstanding,


 


(i) the Company,
directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another
person,


 


(ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions,


 


(iii) any direct or
indirect purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders
of shares of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted
by the holders of 50% or more of the total voting power of the Company’s shares of Common Stock (not including any shares of Common
Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making, such purchase
offer, tender offer or exchange offer),


 


(iv) the Company,
directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of shares
of Common Stock or any compulsory share exchange pursuant to which the shares of Common Stock are effectively converted into or exchanged
for other securities, cash or property, or


 


(v) the Company, directly
or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby
such other person or group acquires more than 50% of the total voting power of the Company’s shares of Common Stock (not including
any shares of Common Stock held by the other person or group or other persons or group making or party to, or associated or affiliated
with the other persons or group making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental
Transaction”),


  


then, upon any subsequent exercise of
a Warrant, the Holder shall have the right to receive, for each share of Common Stock that would have been issuable upon such exercise
immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, the number of shares of capital stock
of the successor or acquiring corporation or of the Company, if it is the surviving corporation, or depositary shares representing those
shares, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental
Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such
Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the
relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction.


 


 


 






    	 	33	 



     


    

 


Notwithstanding anything to the contrary,
in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option,
exercisable at any time concurrently with, or within thirty (30) days after, the consummation of the Fundamental Transaction (or, if later,
the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the
Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the
date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s
control, including not approved by the Company’s Board of Directors (“Board”), Holder shall only be entitled
to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black
Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of shares of Common Stock of the
Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof,
or whether the holders of shares of Common Stock are given the choice to receive from among alternative forms of consideration in connection
with the Fundamental Transaction; provided, further, that if holders of shares of Common Stock of the Company are not offered or paid
any consideration in such Fundamental Transaction, such holders will be deemed to have received common stock of the Successor Entity (which
Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction.


 


“Black Scholes Value”
means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on
Bloomberg L.P. determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting
(A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement
of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100
day volatility obtained from the HVT function on Bloomberg L.P. (determined utilizing a 365 day annualization factor) as of the Trading
Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in
such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash
consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading
Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental
Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(f) and (D) a remaining
option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination
Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds
(or such other consideration) within the later of (i) five (5) Business Days of the Holder’s election and (ii) the date of consummation
of the Fundamental Transaction.


 


The Company shall cause any successor
entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”), to assume in
writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(f) pursuant
to written agreements in form reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such
Fundamental Transaction and shall, at the option of the Holder, deliver to such Holder in exchange for this Warrant a security of the
Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant that is exercisable for
a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock
acquirable and receivable upon exercise of this Warrant prior to such Fundamental Transaction and with an exercise price which applies
the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock
prior to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise
price being for the purpose of protecting the economic value this Warrant had immediately prior to the consummation of such Fundamental
Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so
that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Warrant Agreement and the Warrant with the same effect as if such Successor Entity had been named as the Company
herein.


 


The Company shall instruct the Warrant
Agent in writing to mail, by first class mail, postage prepaid, to each Holder, written notice of the execution of any such amendment,
supplement or agreement with the Successor Entity. Any supplemented or amended agreement entered into by the successor corporation or
transferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in
this Section 3(f). The Warrant Agent shall have no duty, responsibility or obligation to determine the correctness of any provisions
contained in such agreement or such notice, including but not limited to any provisions relating either to the kind or amount of securities
or other property receivable upon exercise of warrants or with respect to the method employed and provided therein for any adjustments,
and shall be entitled to rely conclusively for all purposes upon the provisions contained in any such agreement. The provisions of this
Section 3(f) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and conveyances of
the kind described above.


 


 


 






    	 	34	 



     


    

 


(f) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case
may be. For purposes of this Section 3, the number of shares deemed to be issued and outstanding as of a given date shall be the
sum of the number shares (excluding treasury shares, if any) issued and outstanding.


 


(g) Notice to Holder.


 


(i)    
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company
shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting
adjustment to the number of shares of Common Stock underlying the Warrant and setting forth a brief statement of the facts requiring such
adjustment.


 


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


 


(h) Voluntary
Adjustment by Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of
this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount and for any period
of time deemed appropriate by the Board.


 


Section 4. Transfer
of Warrant.


 


(a) Transferability.
This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,
upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this
Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so
assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the
Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for
the purchase of Warrant Shares without having a new Warrant issued.


 


 


 






    	 	35	 



     


    

 


(b) New Warrants.
If this Warrant is not held in global form through DTC (or any successor depositary), this Warrant may be divided or combined with other
Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations
in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a),
as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants
in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or
exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of
Warrant Shares issuable pursuant thereto.


 


(c) Warrant Register.
The Warrant Agent shall register this Warrant, upon records to be maintained by the Warrant Agent for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company and the Warrant Agent may deem and treat
the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.


 


Section 5. Participation
Right. For so long as this Warrant is outstanding, neither the Company nor any of its Subsidiaries shall, directly or indirectly,
issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any
option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without
limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act)), any Convertible
Securities (as defined below), any debt, any preferred shares or any purchase rights (any such issuance, offer, sale, grant, disposition
or announcement is referred to as a “Subsequent Placement”) unless the Company shall have first complied with this
Section 5. The Company acknowledges and agrees that the right set forth in this Section 5 is a right granted by the Company
to the Holder; provided that the Holder beneficially owns at least 142,857 Warrants as of the time the Company engaged in a Subsequent
Placement (each such Holder, a “Qualified Holder”).  


 


(a) At least five
(5) Trading Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each Qualified Holder a written
notice (each such notice, a “Pre-Notice”), which Pre-Notice shall not contain any information (including, without limitation,
material, non-public information) other than: (A) if the proposed Offer Notice (as defined below) constitutes or contains material, non-public
information, a statement asking whether the Investor is willing to accept material non-public information or (B) if the proposed Offer
Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes or intends to effect
a Subsequent Placement, (y) a statement that the statement in clause (x) above does not constitute material, non-public information and
(z) a statement informing such Qualified Holder that it is entitled to receive an Offer Notice (as defined below) with respect to such
Subsequent Placement upon its written request. Upon the written request of a Qualified Holder within three (3) Trading Days after the
Company’s delivery to such Qualified Holder of such Pre-Notice, and only upon a written request by such Qualified Holder, the Company
shall promptly, but no later than one (1) Trading Day after such request, deliver to such Qualified Holder an irrevocable written notice
(the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the
securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (A) identify
and describe the Offered Securities, (B) describe the price and other terms upon which they are to be issued, sold or exchanged, and the
number or amount of the Offered Securities to be issued, sold or exchanged, (C) identify the Persons (if known) to which or with which
the Offered Securities are to be offered, issued, sold or exchanged and (D) offer to issue and sell to or exchange with such Qualified
Holder in accordance with the terms of the Offer such Qualified Holder’s pro rata portion of thirty percent (30%) of the Offered
Securities, provided that the number of Offered Securities which such Qualified Holder shall have the right to subscribe for under this
Section 5 shall be (x) based on such Qualified Holder’s pro rata portion of the aggregate number of Purchased Shares purchased
hereunder by all Qualified Holders (the “Basic Amount”), and (y) with respect to each Qualified Holder that elects
to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Qualified Holders
as such Qualified Holder shall indicate it will purchase or acquire should the other Qualified Holders subscribe for less than their Basic
Amounts (the “Undersubscription Amount”), which process shall be repeated until each Qualified Holder shall have an
opportunity to subscribe for any remaining Undersubscription Amount.


 


(b) To accept an
Offer, in whole or in part, such Qualified Holder must deliver a written notice to the Company prior to the end of the fifth (5th)
Business Day after such Qualified Holder’s receipt of the Offer Notice (the “Offer Period”), setting forth the
portion of such Qualified Holder’s Basic Amount that such Qualified Holder elects to purchase and, if such Qualified Holder shall
elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Qualified Holder elects to purchase (in either
case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Qualified Holders are less than the total
of all of the Basic Amounts, then each Qualified Holder who has set forth an Undersubscription Amount in its Notice of Acceptance shall
be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided,
however, if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic
Amounts subscribed for (the “Available Undersubscription Amount”), each Qualified Holder who has subscribed for any
Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount
of such Qualified Holder bears to the total Basic Amounts of all Qualified Holders that have subscribed for Undersubscription Amounts,
subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires
to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each
Qualified Holder a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Qualified
Holder’s receipt of such new Offer Notice.


  


 


 






    	 	36	 



     


    

 


(c) The Company
shall have five (5) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all or any part
of such Offered Securities as to which a Notice of Acceptance has not been given by a Qualified Holder (the “Refused Securities”)
pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in
the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest
rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer
Notice and (B) to publicly announce (x) the execution of such Subsequent Placement Agreement, and (y) either (I) the consummation of the
transactions contemplated by such Subsequent Placement Agreement or (II) the termination of such Subsequent Placement Agreement, which
shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein
filed as exhibits thereto.


  


(d) In the event
the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in
Section 5(c) above), then each Qualified Holder may, at its sole option and in its sole discretion, reduce the number or amount
of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered
Securities that such Qualified Holder elected to purchase pursuant to Section 5(b) above multiplied by a fraction, (A) the numerator
of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered
Securities to be issued or sold to Qualified Holders pursuant to this Section 5 prior to such reduction) and (B) the denominator
of which shall be the original amount of the Offered Securities. In the event that any Qualified Holder so elects to reduce the number
or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced
number or amount of the Offered Securities unless and until such securities have again been offered to the Qualified Holders in accordance
with Section 5(a) above.


 


(e) Upon the closing
of the issuance, sale or exchange of all or less than all of the Refused Securities, such Qualified Holder shall acquire from the Company,
and the Company shall issue to such Qualified Holder, the number or amount of Offered Securities specified in its Notice of Acceptance,
as reduced pursuant to Section 5(d) above if such Qualified Holder has so elected, upon the terms and conditions specified in the
Offer. The purchase by such Qualified Holder of any Offered Securities is subject in all cases to the preparation, execution and delivery
by the Company and such Qualified Holder of a separate purchase agreement relating to such Offered Securities reasonably satisfactory
in form and substance to such Qualified Holder and its counsel.


 


(f) Any Offered
Securities not acquired by a Qualified Holder or other Persons in accordance with this Section 5 may not be issued, sold or exchanged
until they are again offered to such Qualified Holder under the procedures specified in this Agreement.


  


(g) The Company
and each Qualified Holder agree that if any Qualified Holder elects to participate in the Offer, neither the Subsequent Placement Agreement
with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”)
shall include any term or provision whereby such Qualified Holder shall be required to agree to any restrictions on trading as to any
securities of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under
or in connection with, any agreement previously entered into with the Company or any instrument received from the Company.


 


(h) Notwithstanding
anything to the contrary in this Section 5 and unless otherwise agreed to by such Qualified Holder, the Company shall either confirm
in writing to such Qualified Holder that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly
disclose its intention to issue the Offered Securities, in either case, in such a manner such that such Qualified Holder will not be in
possession of any material, non-public information, by the fifth (5th) Business Day following delivery of the Offer Notice.
If by such fifth (5th) Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has
been made, and no notice regarding the abandonment of such transaction has been received by such Qualified Holder, such transaction shall
be deemed to have been abandoned and such Qualified Holder shall not be in possession of any material, non-public information with respect
to the Company or any of its Subsidiaries. Should the Company decide to pursue such transaction with respect to the Offered Securities,
the Company shall provide such Qualified Holder with another Offer Notice and such Qualified Holder will again have the right of participation
set forth in this Section 5. The Company shall not be permitted to deliver more than one such Offer Notice to such Qualified Holder
in any sixty (60) day period, except as expressly contemplated by the last sentence of Section 5(b).


 


 


 






    	 	37	 



     


    

 


(i) The restrictions
contained in this Section 5 shall not apply in connection with the issuance of any Exempt Issuance. The Company shall not circumvent
the provisions of this Section 5 by providing terms or conditions to one Qualified Holder that are not provided to all.


  


Section 6. Redemption.
The Company reserves the right to redeem all or a portion, on a pro rata basis, the outstanding Warrants, at any time and from time to
time prior to their exercise, with a notice of redemption in writing to the Holders (the “Redemption Notice”), giving
not less than thirty (30) days’ notice of such redemption at any time during which the Warrants are exercisable (the “Notice
Period”) if the ten (10)-day average VWAP of the Common Stock is at or above 250% of the Exercise Price, as adjusted pursuant
to the terms of this Warrant, and the shares of Common Stock issuable upon exercise of this Warrant have been registered pursuant to an
effective registration statement with the SEC. The redemption price of the Warrant shall be equal to 250% of the Exercise Price. During
the Notice Period, the Holder shall be entitled to exercise all or any portion of this Warrant in accordance with Section 2. The
Company shall deliver to the Holder within twenty (20) Business Days of the expiration of the Notice Period the Redemption Price for any
Warrants outstanding at the expiration of such notice period. Any Warrant either not exercised or
tendered back to the Company by the end of the date specified in the Redemption Notice shall be canceled on the books of the Company and
have no further value. 


 


Section 7. Miscellaneous.


 


(a) No Rights
as Stockholder until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or
other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise”
pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, including
if the Company is for any reason unable to issue and deliver Warrant Shares upon exercise of this Warrant as required pursuant to the
terms hereof, in no event shall the Company be required to net cash settle an exercise of this Warrant or cash settle in any other form.


  


(b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.


 


(c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day. 


 


(d) Authorized
Shares.


 


(i) The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number
of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the
necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented
by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).


 


 


 






    	 	38	 



     


    

 


(ii) Except and to
the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities 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 actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior
to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts
to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary
to enable the Company to perform its obligations under this Warrant.


 


(iii) Before taking
any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise
Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.


  


(e) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and
construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of
law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,
partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough
of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in
such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding the foregoing, nothing
in this paragraph shall limit or restrict the federal district court in which a Holder may bring a claim under the U.S. federal securities
laws.


 


(f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not
utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


(g) Non-waiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. No provision of this Warrant shall be construed
as a waiver by the Holder of any rights which the Holder may have under the U.S. federal securities laws and the rules and regulations
of the Commission thereunder. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply
with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts
as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those
of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights,
powers or remedies hereunder.


 


 


 


 






    	 	39	 



     


    

 





(h) Notices.
Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice
of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service, addressed
to the Company, at 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan, Attention: Chief Executive
Officer, email address: jeffcheng@nocera.company, or such other email address or address as the Company may specify for such purposes
by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in
writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at
the e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder
shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via
e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day
after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section
on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second (2nd)
Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt
by the party to whom such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material,
non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission
pursuant to a Current Report on Form 8-K.


 


(i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the
Company.


  


(j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.


 


(k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant Shares. 


 


(l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and
the Holder, on the other hand.


 


(m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant 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 Warrant.


 


(n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.


 


(o) Warrant Agency
Agreement. If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject to the
Warrant Agency Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agency Agreement,
the provisions of this Warrant shall govern and be controlling.


 


[Signature Page Follows]


 




 


 


 






    	 	40	 



     


    

 


IN WITNESS WHEREOF, the Company has caused this
Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	 	
    NOCERA, INC.,

    a Nevada corporation

     

	 	
     

    By: ___________________

    Name: Yin-Chieh Cheng

    Title: President and Chief Executive Officer



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page to Common Stock Purchase Warrant


 



    	 	41	 



     


    

 


EXHIBIT A


 


NOTICE OF EXERCISE


 


	To:	NOCERA, INC.


 


(1) The undersigned hereby elects
to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders
herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2) Payment shall take the form
of (check applicable box):


 


[_] in lawful money of the United States;
or


 


[_] if permitted the cancellation of
such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c) of the Warrant, to exercise
this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in
subsection 2(c) of the Warrant.


 


(3) Please issue said Warrant
Shares in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


 


The Warrant Shares shall be delivered to the following
DWAC Account Number:


 


_______________________________


 


_______________________________


 


_______________________________


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: _______________________________________________________________________


Signature of Authorized Signatory of Investing Entity: _________________________________________________


Name of Authorized Signatory: ___________________________________________________________________


Title of Authorized Signatory: ____________________________________________________________________


Date: __________________________________________________________________________


 


 


 


 


 


 






    	 	42	 



     


    

 


EXHIBIT B


 


ASSIGNMENT FORM


 


(To assign the foregoing
Warrant, execute this form and supply the required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to:


 


	Name:	 
	 	(Please Print)
	 	 
	Address:	 
	 	(Please Print)
	 	 
	Phone Number:	 
	 	 
	Email Address:	 
	 	 
	Dated: _______________ __, ______	 


 


	Holder’s Signature:	 	 
	 	 	 
	Holder’s Address:	 	 


 


	(Signature Guaranteed):	Date:	___________________, _____


 


Signature to be guaranteed by an authorized officer
of a chartered bank, trust company or medallion guaranteed by an investment dealer who is a member of a recognized stock exchange.


  


 


 


 


 


 






    	 	43	 



     


    

 


ANNEX
D


 


AUTHORIZED REPRESENTATIVES


 


	Name	Title	Signature
	Yin-Chieh Cheng	Chief Executive Officer	
     

     

     

     



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	44	 



     


    

 


ANNEX
E


 


FORM OF WARRANT CERTIFICATE REQUEST NOTICE


 


 


To: Mountain Share Transfer, LLC, as Warrant Agent
for Nocera, Inc. (the “Company”)


 


The undersigned Holder of
Common Stock Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to receive
a Definitive 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 Definitive 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 Definitive Certificate shall be issued: __________________________ 
	 	 	 
	 	5.	
    Number of Warrants in name of Holder in form of Global Warrants after
    issuance of Definitive

    Certificate, if any: ___________________________________________________________________



 


	 	6.	Definitive 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 Definitive 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
Definitive Certificate.


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity:


 


____________________________________________________


Signature of Authorized Signatory of Investing
Entity: 


 


____________________________________________________


Name of Authorized Signatory:


 


____________________________________________________


Title of Authorized Signatory: 


 


Date: ___________________________________________________


 


 


 






    	 	45