Exhibit
10.2


 


THIS
WARRANT AND THE COMMON STOCK ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON STOCK ISSUABLE HEREUNDER MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THIS WARRANT OR ANY SHARES ISSUABLE HEREUNDER UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES
LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SHARING ECONOMY INTERNATIONAL INC. OR ITS TRANSFER AGENT THAT SUCH REGISTRATION
IS NOT REQUIRED.


 


Sharing
Economy International Inc.


 


WARRANT
TO PURCHASE SHARES OF COMMON STOCK


 


1. Issuance.
For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the
Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by Sharing
Economy International Inc., a Nevada corporation (“Company”); Iliad
Research and Trading, L.P., a Utah limited partnership, its successors and/or registered assigns (“Investor”),
is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the
last calendar day of the month in which the second anniversary of the Issue Date occurs (the “Expiration Date”),
134,328 fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock, par value
$0.001 per share (the “Common Stock”), as such number may be adjusted from time to time pursuant to the terms
and conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”).


 


This
Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated April 20, 2018, to which Company
and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain
capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover,
to the extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall
remain applicable in this Warrant even if the other Transaction Document has been released, satisfied, or is otherwise cancelled.
This Warrant was issued to Investor on May 2, 2018 (the “Issue Date”).


 


2. Exercise
of Warrant.


 


2.1. General.


 


(a) This
Warrant is exercisable in whole or in part at any time and from time to time commencing on the Issue Date and ending on the Expiration
Date. Such exercise shall be effectuated by submitting to Company (either by delivery to Company or by email or facsimile transmission)
a completed and signed Notice of Exercise substantially in the form attached to this Warrant as Exhibit A (the “Notice
of Exercise”). The date a Notice of Exercise is either faxed, emailed or delivered to Company shall be the “Exercise
Date,” provided that, if such exercise represents the full exercise of the outstanding balance of this Warrant, Investor
shall tender this Warrant to Company within five (5) Trading Days thereafter, but only if the Warrant Shares to be delivered pursuant
to the Notice of Exercise have been delivered to Investor in accordance with the terms hereof. The Notice of Exercise shall be
executed by Investor and shall indicate (i) the number of Warrant Shares to be issued pursuant to such exercise, and (ii) if applicable
(as provided below), whether the exercise is a cashless exercise.


  



    	 	1	 



     


    

 


2.2. Exercise
Price.


 


(a) Notwithstanding
any other provision contained herein or in any other Transaction Document to the contrary, at any time prior to the Expiration
Date, Investor may elect a “cashless” exercise of this Warrant for any Warrant Shares, in which event the Company
shall issue to Investor a number of Warrant Shares computed using the following formula:


 


X
= Y (A-B)


A


 


WhereX
=the number of Warrant Shares to be issued to Investor.


 


		Y
                                         =	the
                                         number of Warrant Shares that the Investor elects to purchase under this Warrant (at
                                         the date of such calculation).



 


		A
                                         =	the
                                         average of the five (5) Closing Trade Prices for the five (5) days immediately prior
                                         to the date of exercise.



 


		B =	Exercise
Price (as adjusted to the date of such calculation).



 


(b) Upon
Company’s receipt of Notice of Exercise, Company shall promptly, but in no case later than the date that is five (5) Trading
Days following the Exercise Date (the “Delivery Date”), deliver or cause Company’s Transfer Agent to
deliver the applicable Warrant Shares electronically via the DWAC system to the account designated by Investor on the Notice of
Exercise. If for any reason Company is not able to so deliver the Warrant Shares via the DWAC system, then Company shall instead,
on or before the applicable date set forth above in this subsection, issue and deliver to Investor or its broker (as designated
in the Notice of Exercise), via reputable overnight courier, a certificate, registered in the name of Investor or its designee,
representing the applicable number of Warrant Shares. For the avoidance of doubt, Company has not met its obligation to deliver
Warrant Shares within the required timeframe set forth above unless Investor or its broker, as applicable, has actually received
the Warrant Shares (whether electronically or in certificated form) no later than the close of business on the latest possible
delivery date pursuant to the terms set forth above. Moreover, and notwithstanding anything to the contrary herein or in any other
Transaction Document, in the event Company or its Transfer Agent refuses to deliver any Warrant Shares to Investor on grounds
that such issuance is in violation of Rule 144 under the 1933 Act (as defined below) (“Rule 144”), Company
shall deliver or cause its Transfer Agent to deliver the applicable Warrant Shares to Investor with a restricted securities legend,
but otherwise in accordance with the provisions of this Section 2.2(c). In conjunction therewith, Company will also deliver to
Investor a written opinion from its counsel or its Transfer Agent’s counsel opining as to why the issuance of the applicable
Warrant Shares violates Rule 144.


 


(c) If
Warrant Shares are delivered later than as required under subsection (b) immediately above, Company agrees to pay, in addition
to all other remedies available to Investor in the Transaction Documents, a late charge equal to 2% of the product of (1) the
number of shares of Common Stock not issued to Investor on a timely basis and to which Investor is entitled multiplied by (2) the
Closing Trade Price of the Common Stock on the Trading Day immediately preceding the last possible date which Company could have
issued such shares of Common Stock to Investor without violating this Warrant, rounded to the nearest multiple of $100.00 (such
resulting amount, the “Warrant Share Value”) (but in any event the cumulative amount of such late fees for
each exercise shall not exceed 50% of the Warrant Share Value), per Trading Day until such Warrant Shares are delivered (the “Late
Fees”). Company acknowledges and agrees that the failure to timely deliver Warrant Shares hereunder is a material breach
of this Warrant and that the Late Fees are properly charged as liquidated damages to compensate Investor for such breach. Company
shall pay any Late Fees incurred under this subsection in immediately available funds upon demand; provided, however, that,
so long as the Note is outstanding, at the option of Investor, such amount owed may be added to the principal amount of the Note.


  



    	 	2	 



     


    

 


(d) Investor
shall be deemed to be the holder of the Warrant Shares (not including any Ownership Limitation Shares (as defined below)) issuable
to it in accordance with the provisions of this Section 2.1 on the Exercise Date.


 


2.3. Ownership
Limitation. Notwithstanding anything to the contrary contained in this Warrant or the other Transaction Documents, if at any
time Investor shall or would be issued shares of Common Stock, but such issuance would cause Investor (together with its affiliates)
to own a number of shares exceeding 9.99% of the number of shares of Common Stock outstanding on such date (the “Maximum
Percentage”), Company must not issue to Investor shares of Common Stock which would exceed the Maximum Percentage. The
shares of Common Stock issuable to Investor that would cause the Maximum Percentage to be exceeded are referred to herein as the
“Ownership Limitation Shares”. In such event, Company shall reserve the Ownership Limitation Shares for the
exclusive benefit of Investor. From time to time, Investor may notify Company in writing of the number of the Ownership Limitation
Shares that may be issued to Investor without causing Investor to exceed the Maximum Percentage. Upon receipt of such notice,
Company shall be unconditionally obligated to immediately issue such designated shares to Investor, with a corresponding reduction
in the number of the Ownership Limitation Shares. By written notice to Company, Investor may increase or waive the Maximum Percentage
as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice
requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Investor.


 


3. Mutilation
or Loss of Warrant. Upon receipt by Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the
case of mutilation) upon surrender and cancellation of this Warrant, Company will execute and deliver to Investor a new Warrant
of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.


 


4. Rights
of Investor. Investor shall not, by virtue of this Warrant alone, be entitled to any rights of a stockholder in Company, either
at law or in equity, and the rights of Investor with respect to or arising under this Warrant are limited to those expressed in
this Warrant and are not enforceable against Company except to the extent set forth herein.


 


5. Other
Adjustments.


 


5.1. Capital
Adjustments. If Company shall at any time prior to the expiration of this Warrant subdivide the Common Stock, by split-up
or stock split, or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend, the number
of Warrant Shares issuable upon the exercise of this Warrant shall forthwith be automatically increased proportionately in the
case of a subdivision, split or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments
shall also be made to the Exercise Price and other applicable amounts, but the aggregate purchase price payable for the total
number of Warrant Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 5.1
shall become effective automatically at the close of business on the date the subdivision or combination becomes effective, or
as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.


  



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5.2. Reclassification,
Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock
of Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 5.1 above), then
Company shall make appropriate provision so that Investor shall have the right at any time prior to the expiration of this Warrant
to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock
and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of
the same number of shares of Common Stock as were purchasable by Investor immediately prior to such reclassification, reorganization,
or change. In any such case appropriate provisions shall be made with respect to the rights and interest of Investor so that the
provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable
upon exercise hereof, and appropriate adjustments shall be made to the purchase price per Warrant Share payable hereunder, provided
the aggregate purchase price shall remain the same.


 


6. Certificate
as to Adjustments. In each case of any adjustment or readjustment in the number or kind of shares issuable on the exercise
of this Warrant, or in the Exercise Price, pursuant to the terms hereof, Company at its expense will promptly cause its Chief
Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of this
Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by Company for any
additional shares of Common Stock issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock
outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon
exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided
in this Warrant. Nothing in this Section 6 shall be deemed to limit any other provision contained herein.


 


7. Transfer
to Comply with the Securities Act. This Warrant and the Warrant Shares have not been registered under the Securities Act of
1933, as amended (the “1933 Act”). Neither this Warrant nor the Warrant Shares may be sold, transferred, pledged
or hypothecated without (a) an effective registration statement under the 1933 Act relating to such security or (b) an opinion
of counsel reasonably satisfactory to Company that registration is not required under the 1933 Act; provided, however,
that the foregoing restrictions on transfer shall not apply to the transfer of the Warrant to an affiliate of Investor. Until
such time as registration has occurred under the 1933 Act, each certificate for this Warrant and any Warrant Shares shall contain
a legend, in form and substance satisfactory to counsel for Company, setting forth the restrictions on transfer contained in this
Section 7; provided, however, that Company acknowledges and agrees that any such legend shall be removed from all certificates
for DTC Eligible Common Stock delivered hereunder as such Common Stock is cleared and converted into electronic shares by the
DTC, and nothing contained herein shall be interpreted to the contrary. Upon receipt of a duly executed assignment of this Warrant,
Company shall register the transferee thereon as the new holder on the books and records of Company and such transferee shall
be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all
the rights of Investor under this Warrant. Until this Warrant is transferred on the books of Company, Company may treat Investor
as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


  



    	 	4	 



     


    

 


8. Notices.
Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices”
in the Purchase Agreement, the terms of which are incorporated herein by reference.


 


9. Supplements
and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the
parties hereto. This Warrant, together with the Purchase Agreement, contains the full understanding of the parties hereto with
respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings with
respect to the subject matter hereof and thereof other than as expressly contained herein and therein.


 


10. Purchase
Agreement; Arbitration of Disputes. This Warrant is subject to the terms, conditions and general provisions of the Purchase
Agreement, including without limitation the Arbitration Provisions (as defined in the Purchase Agreement) set forth as an exhibit
to the Purchase Agreement.


 


11. Governing
Law; Venue. This Warrant shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of Utah, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the
Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.


 


12. Waiver
of Jury Trial. COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR IN ANY WAY RELATED TO THIS WARRANT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER
EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION.
FURTHER, COMPANY ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.


 


13. Remedies.
The remedies at law of Investor under this Warrant in the event of any default or threatened default by Company in the performance
of or compliance with any of the terms of this Warrant are not and will not be adequate and, without limiting any other remedies
available to Investor in the Transaction Documents, at law or equity, to the fullest extent permitted by law, such terms may be
specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a
violation of any of the terms hereof or otherwise without the obligation to post a bond.


 


14. Liquidated
Damages. Company and Investor agree that in the event Company fails to comply with any of the terms or provisions of this
Warrant, Investor’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’
inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly,
Investor and Company agree that any fees or other charges assessed under this Warrant are not penalties but instead are intended
by the parties to be, and shall be deemed, liquidated damages (under Investor’s and Company’s expectations that any
such liquidated damages will tack back to the Issue Date for purposes of determining the holding period under Rule 144.


  



    	 	5	 



     


    

 


15. Counterparts.
This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be
an original, and all such counterparts shall together constitute but one and the same instrument. Signatures delivered via facsimile
or email shall be considered original signatures for all purposes hereof.


 


16. Attorneys’
Fees. In the event of any arbitration, litigation or dispute arising from this Warrant, the parties agree that the party who
is awarded the most money (which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties,
fees, or other charges awarded to any party) shall be deemed the prevailing party for all purposes and shall therefore be entitled
to an additional award of the full amount of the attorneys’ fees and expenses paid by said prevailing party in connection
with arbitration or litigation without reduction or apportionment based upon the individual claims or defenses giving rise
to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award
fees and expenses for frivolous or bad faith pleading.


 


17. Severability.
Whenever possible, each provision of this Warrant shall be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such provision shall be modified
to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall not affect
the validity or enforceability of the remainder of this Warrant or the validity or enforceability of this Warrant in any other
jurisdiction.


 


18. Time
is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Warrant.


 


19. Descriptive
Headings. Descriptive headings of the sections of this Warrant are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.


 


[Remainder
of page intentionally left blank; signature page follows]


  



    	 	6	 



     


    

 


IN
WITNESS WHEREOF, Company has caused this Warrant to be duly executed by an officer thereunto duly authorized as of the Issue Date.


 


	 	COMPANY:
	 	 
	 	Sharing Economy International Inc.
	 	 
	 	By:	 
	 	Printed Name:	 
	 	Title:	 




   


 


[Signature Page to Warrant]


 



     


     


    

 


ATTACHMENT
1


DEFINITIONS


 


For
purposes of this Warrant, the following terms shall have the following meanings:


 


A1.“Approved
Stock Plan” means any stock option plan which has been approved by the board of directors of Company and is in effect
as of the Issue Date, pursuant to which Company’s securities may be issued to any employee, officer or director for services
provided to Company.


 


A2.“Bloomberg”
means Bloomberg L.P. (or if that service is not then reporting the relevant information regarding the Common Stock, a comparable
reporting service of national reputation selected by Investor and reasonably satisfactory to Company).


 


A3.“Closing
Bid Price” and “Closing Trade Price” means the last closing bid price and last closing trade price,
respectively, for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal market begins to operate
on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then the
last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m., New York time, as reported by
Bloomberg, or, if its principal market is not the principal securities exchange or trading market for the Common Stock, the last
closing bid price or last trade price, respectively, of the Common Stock on the principal securities exchange or trading market
where the Common Stock is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price
or last trade price, respectively, of the Common Stock in the over-the-counter market on the electronic bulletin board for the
Common Stock as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for the Common
Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for the Common Stock
as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the Closing Trade Price cannot
be calculated for the Common Stock on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Trade
Price (as the case may be) of the Common Stock on such date shall be the fair market value as mutually determined by Investor
and Company. If Investor and Company are unable to agree upon the fair market value of the Common Stock, then such dispute shall
be resolved in accordance with the procedures in the Purchase Agreement governing Calculations. All such determinations shall
be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.


 


A4.
“DTC” means the Depository Trust Company or any successor thereto.


 


A5.“DTC
Eligible” means, with respect to the Common Stock, that such Common Stock is eligible to be deposited in certificate
form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing firm servicing Investor’s
brokerage firm for the benefit of Investor.


 


A6.“DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer program.


 


A7.“DWAC”
means the DTC’s Deposit/Withdrawal at Custodian system.


 


A8.“DWAC
Eligible” means that (a) Company’s Common Stock is eligible at DTC for full services pursuant to DTC’s operational
arrangements, including without limitation transfer through DTC’s DWAC system, (b) Company has been approved (without revocation)
by the DTC’s underwriting department, (c) Company’s transfer agent is approved as an agent in the DTC/FAST Program,
(d) the Warrant Shares are otherwise eligible for delivery via DWAC; (e) Company has previously delivered all Warrant Shares to
Investor via DWAC; and (f) Company’s transfer agent does not have a policy prohibiting or limiting delivery of the Warrant
Shares via DWAC.


 


A9.“Exercise
Price” means $7.18 per share of Common Stock, as the same may be adjusted from time to time pursuant to the terms and
conditions of this Warrant.


 


A10.“Note”
means that certain Convertible Promissory Note issued by Company to Investor pursuant to the Purchase Agreement, as the same may
be amended from time to time, and including any promissory note(s) that replace or are exchanged for such referenced promissory
note.


 


A11.“Trading
Day” means any day the New York Stock Exchange is open for trading provided that for any cash payment to be made pursuant
to this Note, Trading Day shall exclude any day on which banks in Hong Kong do not generally open for business..


 


A12.“Transaction
Documents” means the Purchase Agreement, the Note, this Warrant, and all other documents, certificates, instruments
and agreements entered into or delivered in conjunction therewith, as the same may be amended from time to time.


 


A13.“VWAP”
means the volume-weighted average price of the Common Stock on the principal market for a particular Trading Day or set of Trading
Days, as the case may be, as reported by Bloomberg.


  



    [Attachment 1 to Warrant, Page 1]


     


    

 


EXHIBIT
A


 


NOTICE
OF EXERCISE OF WARRANT


 


		TO:	Sharing
Economy International Inc.



ATTN:
_______________


VIA
FAX TO: ( )______________ EMAIL: ______________


 


The
undersigned hereby irrevocably elects to exercise the right, represented by Warrant to Purchase Shares of Common Stock dated as
of May 2, 2018 (the “Warrant”), to purchase shares of the common stock, $0.001 par value (“Common
Stock”), of Sharing Economy International Inc., and tenders herewith payment in accordance with Section 2 of the Warrant,
as follows:


 


_______CASHLESS
EXERCISE:


 


Net
number of Warrant Shares to be issued to Investor: ______*


 


*
X = Y (A-B)


A


 


WhereX
=the number of Warrant Shares to be issued to Investor.


 


		Y
                                         =	the
                                         number of Warrant Shares that the Investor elects to purchase under this Warrant (at
                                         the date of such calculation).



 


		A
                            =	the
Closing Price (on the date two Trading Days prior to the Exercise Date).



 


		B
                            =	Exercise
Price (as adjusted to the date of such calculation).



 


Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to them in the Warrant.


 


It
is the intention of Investor to comply with the provisions of Section 2.2 of the Warrant regarding certain limits on Investor’s
right to receive shares thereunder. Investor believes this exercise complies with the provisions of such Section 2.2. Nonetheless,
to the extent that, pursuant to the exercise effected hereby, Investor would receive more shares of Common Stock than permitted
under Section 2.2, Company shall not be obligated and shall not issue to Investor such excess shares until such time, if ever,
that Investor could receive such excess shares without violating, and in full compliance with, Section 2.2 of the Warrant.


 


As
contemplated by the Warrant, this Notice of Exercise is being sent by email or by facsimile to the fax number and officer indicated
above.


 


If
this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, Investor will surrender (or cause
to be surrendered) the Warrant to Company at the address indicated above by express courier within five (5) Trading Days after
the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to Investor.


 


To
the extent the Warrant Shares are not able to be delivered to Investor via the DWAC system, please deliver certificates representing
the Warrant Shares to Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission
or otherwise) to:


  



     
Exhibit A to Warrant, Page 1


     


    

 


_____________________________________


_____________________________________


_____________________________________


  


	Dated:	 	 
	 	 
	 	 
	[Name of Investor]	 
	 	 
	By:	 	 




 


 


Exhibit A to Warrant, Page 2