Exhibit 10.4


 





These
securities have not been registered with the United States Securities and Exchange Commission or the Securities Commission of any
state pursuant to an exemption from registration under regulation d promulgated under the securities act of 1933, as amended (the
 “act”). this warrant shall not constitute an offer to sell nor a solicitation of an offer to buy the securities
in any jurisdiction in which such offer or solicitation would be unlawful. the securities are “restricted” and may
not be resold or transferred except as permitted under the act pursuant to registration or exemption there from.


 


COMMON STOCK PURCHASE WARRANT


 


To Purchase Shares of $0.0001 Par Value
Common Stock (“Common Stock”) of


 


Applied UV, Inc.


 


March 31, 2020


 


THIS CERTIFIES that,
for value received, Max Munn (the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set
forth, at any time on or after the date hereof (the “Issuance Date”) and on or prior to the date that is the fifth
anniversary date of the date hereof (the “Expiration Date”), but not thereafter, to subscribe for and purchase
from Applied UV, Inc., a Delaware corporation (the “Company”) 400,000 shares of the Common Stock (the “Warrant
Shares”) at an exercise price equal to the greater of (x) $1.00 per share and (y) the Market Value of the Common
Stock on the Issuance Date (the “Exercise Price”).


 


“Market Value
on the Issuance Date” means the per share market value of the Common Stock as set forth in a valuation prepared by an
independent valuation company engaged by the Company that is reasonable under Regulation 409A-1(b)(5)(iv)(B) of the Internal Revenue
Service Code as a valuation for the Common Stock as of the Issuance Date; provided however, if on the date hereof the Common Stock
is listed on a national exchange or quoted on an established quotation system, then “Market Value on the Issuance Date”
shall mean the closing price of the Common Stock on such national exchange or quotation system on the Trading Day (as defined in
Section 1(b)) immediately prior to the Issuance Date.


 


		1.	Exercise of Warrant.



 


		a.	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 date hereof and on or before the Expiration Date by delivery to the Company (or such other office
or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing
on the books of the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed
hereto. Within the earlier of (i) three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement
Period (as defined in Section 1(b)) following the date of exercise as aforesaid, the Holder shall deliver 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 1(b) 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 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 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) Business Day of receipt of such notice. 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.



 






     


     


    

 


		b.	In lieu of paying the aggregate Exercise Price as set forth in Section 1(a), the Holder may elect
to receive Warrant Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant
at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder
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 1(a) hereof on a day that is not a Trading Day or (2) both executed
and delivered pursuant to Section 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 (x) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (y)
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 pursuant to Section 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 1(a) hereof after the close of “regular trading hours” on such Trading Day;


 






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(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 of 1933,
as amended, the Warrant Shares shall take on any registered characteristics of the Warrants being exercised. The Company agrees
not to take any position contrary to this Section 1(b).


 


“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 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 in the “Pink
Sheets” 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 share of the Common Stock so reported, or (d) in all other cases, the fair market value
of a share of Common Stock as is determined in good faith by the Board of Directors of the Company after taking into consideration
factors it deems appropriate, including, without limitation, recent sale and offer prices of the Common Stock in private transactions
negotiated at arm’s length.


 


“Standard Settlement Period”
means (i) 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; or if the Common Stock is not
publicly traded (ii) three Trading Days.


 


“Trading Day”
means (i) a day on which the principal Trading Market is open for trading or, if the Common Stock is not quoted or listed in any
market or exchange, (ii) 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.


 


“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).


 






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“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 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 in the “Pink Sheets” 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 share of the Common Stock so reported, or (d) in all
other cases, the fair market value of a share of Common Stock as is determined in good faith by the Board of Directors of the Company
after taking into consideration factors it deems appropriate, including, without limitation, recent sale and offer prices of the
Common Stock in private transactions negotiated at arm’s length.


 


Notwithstanding anything herein
to the contrary, on the Expiration Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section
1(b).


 


		c.	In the event that the Warrant is not exercised in full, the number of Warrant Shares shall be reduced
by the number of such Warrant Shares for which this Warrant is exercised and/or surrendered, and the Company, if requested by Holder
and at its expense, shall within five (5) Trading Days issue and deliver to the Holder a new Warrant of like tenor in the name
of the Holder or as the Holder (upon payment by Holder of any applicable transfer taxes) may request, reflecting such adjusted
Warrant Shares. Notwithstanding anything to the contrary set forth herein, upon exercise of any portion of this Warrant in accordance
with the terms hereof, the Holder shall not be required to physically surrender this Warrant to the Company unless such Holder
is purchasing the full amount of Warrant Shares represented by this Warrant. The Holder and the Company shall maintain records
showing the number of Warrant Shares so purchased hereunder and the dates of such purchases or shall use such other method, reasonably
satisfactory to the Holder and the Company, so as not to require physical surrender of this Warrant upon each such exercise. The
Holder, by acceptance of this Warrant or a new Warrant, acknowledge and agree that, by reason of the provisions of this Section,
following exercise of any portion of this Warrant, the number of Warrant Shares which may be purchased upon exercise of this Warrant
may be less than the number of Warrant Shares set forth on the face hereof. Certificates for shares of Common Stock (or a statement
from the Company’s transfer agent reflecting shares of Common Stock) purchased hereunder shall be delivered to the Holder
hereof within five (5) Business Days after the date on which this Warrant shall have been exercised as aforesaid. The Holder may
withdraw its Notice of Exercise at any time if the Company fails to timely deliver the relevant certificates or statement to the
Holder as provided in this Agreement. A Notice of Exercise shall be deemed sent on the date of delivery if delivered before 8:00
p.m. New York Time on such date, or the day following such date if delivered after 8:00 p.m. New York Time; provided that the Company
is only obligated to deliver Warrant Shares against delivery of the Exercise Price from the holder hereof (other than with respect
to a cashless exercise) and, if the Holder is purchasing the full amount of Warrant Shares represented by this Warrant, surrender
of this Warrant (or appropriate affidavit and/or indemnity in lieu thereof).



 






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		2.	No Fractional Shares or Scrip. No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant. In lieu of issuance of a fractional share upon any exercise hereunder,
the Company will either round up to nearest whole number of shares or pay the cash value of that fractional share, which cash value
shall be calculated on the basis of the average closing price of the Common Stock during the five (5) Trading Days immediately
preceding the date of exercise.



 


		3.	Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock
upon the exercise of this Warrant shall be made without charge to the Holder hereof for any issue or transfer tax or other incidental
expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such
certificates shall be issued in the name of the Holder of this Warrant or in such name or names as may be directed by the Holder
of this Warrant.



 


		4.	Closing of Books. The Company will at no time close its shareholder books or records
in any manner which interferes with the timely exercise of this Warrant.



 


		5.	No Rights as Shareholder until Exercise. The Holder shall not be entitled to vote
or receive dividends or be deemed the holder of Warrant Shares or any other securities of the Company that may at any time be issuable
on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any
of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization,
issuance of stock, reclassification of stock, change of par value, or change of stock to no par value, consolidation, merger, conveyance
or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall
have been exercised as provided herein. However, at the time of the exercise of this Warrant pursuant to Section 1 hereof, the
Warrant Shares so purchased hereunder shall be deemed to be issued to such Holder as the record owner of such shares as of the
close of business on the date on which this Warrant shall have been exercised.



 


		6.	Loss, Theft, Destruction or Mutilation of Warrant; Exchange. The Company represents,
warrants and covenants that (a) upon receipt by the Company of evidence and/or indemnity reasonably satisfactory to it of the loss,
theft, destruction or mutilation of any Warrant or stock certificate representing the Warrant Shares, and in case of loss, theft
or destruction, of indemnity reasonably satisfactory to it, and (b) 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 this Warrant or stock certificate, without any charge there for. This Warrant is exchangeable at any time for an equal
aggregate number of Warrants of different denominations, as requested by the holder surrendering the same, or in such denominations
as may be requested by the Holder following determination of the Exercise Price. No service charge will be made for such registration
or transfer, exchange or reissuance.



 






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		7.	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 be a Saturday, Sunday or a legal holiday, then such
action may be taken or such right may be exercised on the next succeeding day not a legal holiday.



 


		8.	Effect of Certain Events. If at any time while this Warrant or any portion thereof
is outstanding and unexpired there shall be a transaction (by merger or otherwise) in which more than 50% of the voting power of
the Company is disposed of (collectively, a “Sale or Merger Transaction”), the Holder of this Warrant shall
have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately
prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled
to receive after the happening of such transaction had this Warrant been exercised immediately prior thereto, subject to further
adjustment as provided in Section 9.



 


		9.	Adjustments of Exercise Price and Number of Warrant Shares. The number of and kind
of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time
as set forth in this Section 9.



 


		a.	Subdivisions, Combinations, Stock Dividends and other Issuances. If the Company shall,
at any time while this Warrant is outstanding, (i) pay a stock dividend or otherwise make a distribution or distributions on any
equity securities (including instruments or securities convertible into or exchangeable for such equity securities) in shares of
Common Stock, (ii) subdivide outstanding shares of Common Stock into a larger number of shares, or (iii) combine outstanding Common
Stock into a smaller number of shares, then the Exercise Price shall be multiplied by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding before such event and the denominator of which shall be the number of shares
of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 9(a) 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 or combination. The number of shares which may be purchased
hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this paragraph 9(a), so that after
such adjustments the aggregate Exercise Price payable hereunder for the increased number of shares shall be the same as the aggregate
Exercise Price in effect just prior to such adjustments.



 






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		b.	Merger, etc. If at any time after the date hereof there shall be a merger or consolidation
of the Company with or into or a transfer of all or substantially all of the assets of the Company to another entity, then the
Holder shall be entitled to receive upon or after such transfer, merger or consolidation becoming effective, and upon payment of
the Exercise Price then in effect, the number of shares or other securities or property of the Company or of the successor corporation
resulting from such merger or consolidation, which would have been received by the Holder for the shares of stock subject to this
Warrant had this Warrant been exercised just prior to such transfer, merger or consolidation becoming effective or to the applicable
record date thereof, as the case may be. The Company will not merge or consolidate with or into any other corporation, or sell
or otherwise transfer its property, assets and business substantially as an entirety to another corporation, unless the corporation
resulting from such merger or consolidation (if not the Company), or such transferee corporation, as the case may be, shall expressly
assume in writing the due and punctual performance and observance of each and every covenant and condition of this Warrant to be
performed and observed by the Company.



 


		d.	Reclassification, etc. If at any time after the date hereof there shall be a reorganization
or reclassification of the securities as to which purchase rights under this Warrant exist into the same or a different number
of securities of any other class or classes, then the Holder shall thereafter be entitled to receive upon exercise of this Warrant,
during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares or other securities
or property resulting from such reorganization or reclassification, which would have been received by the Holder for the shares
of stock subject to this Warrant had this Warrant at such time been exercised.



Simultaneously with any adjustment
to the Exercise Price pursuant to this Section, the number of Warrant Shares that may be purchased upon exercise of this Warrant
shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for
the increased or decreased number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior
to such adjustment.


 


		10.	Voluntary Adjustment by the Company. The Company may at its option, at any time during
the term of this Warrant, reduce but not increase the then current Exercise Price to any amount and for any period of time deemed
appropriate by the Board of Directors of the Company.



 


		11.	Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of
securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, the Company, at its
expense, shall promptly mail to the Holder of this Warrant a notice setting forth the number of Warrant Shares (and other securities
or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares after such adjustment
and setting forth the computation of such adjustment and a brief statement of the facts requiring such adjustment.



 






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		12.	Authorized Shares. The Company covenants that during the period the Warrant is outstanding
and exercisable, it will reserve and keep available from its authorized and unissued Common Stock a sufficient number of shares
to provide solely for the issuance of the Warrant Shares upon the exercise of any and all 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 executing stock certificates to execute and issue the necessary certificates for the 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, regulation, or rule of any applicable
market or exchange.



 


		13.	Compliance with Securities Laws. The Holder hereof acknowledges that the Warrant
Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions
upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder
upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially
the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND,
ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.



 


		14.	Miscellaneous.



 


		a.	Issue Date; Choice of Law; Venue; Jurisdiction. The provisions of this Warrant shall
be construed and shall be given effect in all respects as if it had been issued and delivered by the Company on the date hereof.
This Warrant shall be binding upon any successors or assigns of the Company. This Warrant will be construed and enforced in accordance
with and governed by the laws of the State of New York, except for matters arising under the Act, without reference to principles
of conflicts of law. Each of the parties consents to the exclusive jurisdiction of the Federal and State Courts sitting in the
County of New York in the State of New York in connection with any dispute arising under this Warrant and hereby waives, to the
maximum extent permitted by law, any objection, including any objection based on forum non conveniens or venue, to the bringing
of any such proceeding in such jurisdiction.



 


		b.	Modification and Waiver. This Warrant and any provisions hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought.
Any amendment effected in accordance with this paragraph shall be binding upon the Holder, each future holder of this Warrant and
the Company. No waivers of, or exceptions to, any term, condition or provision of this Warrant, in any one or more instances, shall
be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.



 






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		c.	Notices. Any notice or other communication required or permitted to be given hereunder
shall be in writing by facsimile, mail or personal delivery and shall be effective upon actual receipt of such notice. The addresses
for such communications shall be to the addresses as shown on the books of the Company. A party may from time to time change the
address to which notices to it are to be delivered or mailed hereunder by notice in accordance with the provisions of this Section
14(c).



 


		d.	Severability. Whenever 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 is held to be invalid, illegal
or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect the validity, legality or enforceability of any other provision of this Warrant in such jurisdiction or affect
the validity, legality or enforceability of any provision in any other jurisdiction, but this Warrant shall be reformed, construed
and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.



 


		e.	Specific Enforcement. The Company and the Holder acknowledge and agree that irreparable
damage would occur in the event that any of the provisions of this Warrant were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to
prevent or cure breaches of the provisions of this Warrant and to enforce specifically the terms and provisions hereof, this being
in addition to any other remedy to which either of them may be entitled by law or equity.



 


		f.	Counterparts/Execution. This Warrant may be executed by facsimile and in any number
of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together
shall constitute one agreement. Execution and delivery of this Warrant by facsimile transmission (including delivery of documents
in Adobe PDF format) shall constitute execution and delivery of this Warrant for all purposes, with the same force and effect as
execution and delivery of an original manually signed copy hereof.



  


[SIGNATURE PAGE TO FOLLOW]


 




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IN WITNESS WHEREOF,
the Company has caused this Common Stock Purchase Warrant to be executed by its officers thereunto duly authorized.


 





	 	Applied
    UV, Inc.
	 	 
	 	 
	 	By:  ______________________
	 	Name: Max Munn
	 	Title:   President
	 	 
	 	 
	 	By:  ______________________
	 	Name: Ross Carmel
	 	Title: Secretary


 





 


 




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NOTICE OF EXERCISE


 


To:Applied UV, 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 aggregate 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 cashless exercise, the
cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 1(b), to
exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 1(b).


 


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


 





	_______________________________
	(Name)
	_______________________________
	(Address)
	 
	_______________________________







 





(3)       Please
issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as
is specified below:


 





	 	___________________________________
	 	(Name)
	 	 
	____________________	___________________________________
	(Date)	(Signature)
	 	 
	 	___________________________________
	 	(Address)
	Dated:	 
	 	 
	______________________________	 
	Signature	 







  






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ASSIGNMENT FORM


 


(To assign the
foregoing Warrant, execute this form and supply 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:	_______________________________________________
	
         

         

        Phone Number:

         

        Email Address:

         
	
        (Please Print)

         

        _______________________________________________

        

         

        _______________________________________________

         

	Dated: _______________ __, ______	 
	Holder’s
Signature: ________________________	 
	Holder’s
Address: _________________________	


 


 






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