Form 8-K

8-K — Archimedes Tech SPAC Partners II Co.

Accession: 0001104659-26-115500

Filed: 2026-10-13

Period: 2026-10-13

CIK: 0002028516

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — tm2627487d1_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2627487d1_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2627487d1_ex4-2.htm)

EX-10.1 — EXHIBIT 10.1 (tm2627487d1_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2627487d1_8k.htm · Sequence: 1

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2026-10-13

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

October 13, 2026

Date of Report (Date of earliest event reported)

Commission file

number

Exact Name of Registrant as Specified in its Charter, State or other

Jurisdiction

of Incorporation, Address of Principal Executive Offices, Zip Code,

and

Registrant's Telephone Number, Including Area Code

IRS Employer

Identification

No.

001-42514

Archimedes

Tech SPAC Partners II Co.

(a Cayman Islands exempted company limited by shares)

2093 Philadelphia Pike #1968

Claymont, DE 19703

(725) 312-2430

N/A

333-295563

ATII Holdings Inc.

(a Delaware corporation)

2093 Philadelphia Pike #1968

Claymont, DE 19703

(725) 312-2430

41-2980280

333-295563-01

Forge

Nano, Inc.

(a Delaware corporation)

12300 Grant St. #110

Thornton, Colorado 80241

(720) 259-8579

45-2393850

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b)

of the Act:

Registrant

Title of each class

Trading

Symbol(s)

Name of each

exchange on which

registered

Archimedes Tech SPAC Partners II Co.

Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one-half of one redeemable Warrant

ATIIU

The Nasdaq Stock Market LLC

Archimedes Tech SPAC Partners II Co.

Ordinary Shares

ATII

The Nasdaq Stock Market LLC

Archimedes Tech SPAC Partners II Co.

Warrants

ATIIW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive

Agreement.

As previously

disclosed in the Current Report on Form 8-K filed by Archimedes Tech SPAC Partners II Co. (“ATII”) on April 20, 2026

(the “Signing 8-K”), ATII Holdings Inc. (“Pubco”), Forge Nano, Inc. (“Forge Nano”)

and ATII entered into a subscription agreement with an accredited investor (the “Investor”) on April 20, 2026 (the

“Original Subscription Agreement”), pursuant to which the Investor agreed to purchase, in a private placement substantially

concurrently with the closing of the Business Combination (as defined in the Signing 8-K), 10,000,000 shares of Pubco common stock (the

“Pubco Common Stock”) at a purchase price of $10.00 per share, together with warrants to purchase an aggregate of 15,000,000

shares of Pubco Common Stock at an exercise price of $10.00 per share, subject to adjustment (the “PIPE Warrants”),

for an aggregate purchase price of $100,000,000. On October 13, 2026, the parties to the Original Subscription Agreement entered

into an Amended and Restated Subscription Agreement (the “Amended and Restated Subscription Agreement”), which provides

that 7,031,175 of the Investor’s 10,000,000 subscribed shares will be issued instead in the form of pre-funded warrants to purchase

an equal number of shares of Pubco Common Stock at an exercise price of $0.0001 per share (the “Pre-Funded Warrants”),

and otherwise contains substantially the same terms as the Original Subscription Agreement.

Pre-Funded Warrants

The

Pre-Funded Warrants are exercisable for Pubco Common Stock on or after the date of their issuance and have no expiration date. The exercise

price per Pre-Funded Warrant is $0.0001, subject to adjustment as set forth in the Pre-Funded Warrant Certificate and described below.

The Pre-Funded Warrants may be exercised on a “net-issuance” basis. The Pre-Funded Warrants are subject to a beneficial ownership

limitation, at the election of the holder. If the election is made, Pubco will not effect any exercise of the Pre-Funded Warrants, and

a holder will not have the right to exercise any portion of the Pre-Funded Warrants, to the extent that after giving effect to such exercise

the holder (together with the holder’s affiliates, and anyone acting as a group together with the holder or any of the holder’s

affiliates) would beneficially own in excess of 4.9%, 9.9% or 19.9% (or such other amount as the holder may specify) of outstanding shares

of Pubco Common Stock. The holder may increase or decrease such limitation by written notice; provided, however, that any such increase

will not be effective until the 61st day after such notice is delivered to Pubco. The Pre-Funded Warrants do not entitle the holder to

any rights of a stockholder of Pubco, including voting rights, prior to exercise, except as expressly provided in the Pre-Funded Warrant

(including the right to participate in certain distributions described below).

The

number of shares issuable upon exercise and the exercise price of the Pre-Funded Warrants are subject to adjustment if Pubco (i) subdivides

or combines (including by way of a reverse stock split) the outstanding Pubco Common Stock or (ii) issues by reclassification of Pubco

Common Stock into any capital shares of Pubco. If Pubco declares or makes any dividend or other distribution of its assets (or rights

to acquire its assets) to holders of Pubco Common Stock, by way of return of capital or otherwise, the holder of Pre-Funded Warrants shall

be entitled to participate in such distribution to the same extent as if the holder had held the number of shares of Pubco Common Stock

acquired upon exercise of such holder’s Pre-Funded Warrants. If a Fundamental Transaction (as defined in the Pre-Funded Warrant)

occurs, then, upon any subsequent exercise of a Pre-Funded Warrant, the holder will have the right to receive, for each share of Pubco

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 (without regard to the beneficial ownership limitation), the number of shares of the successor or acquiring corporation

or of Pubco, if it is the surviving corporation, and any additional consideration receivable as a result of such Fundamental Transaction

by a holder of the number of shares of Pubco Common Stock for which such Pre-Funded Warrant is exercisable immediately prior to such Fundamental

Transaction (without regard to the beneficial ownership limitation).

The

foregoing description of the Amended and Restated Subscription Agreement, the PIPE Warrants and the Pre-Funded Warrants does not purport

to be complete and is qualified in its entirety by reference to the full text of the Form of Amended and Restated Subscription Agreement,

Form of Warrant Certificate and Form of Pre-Funded Warrant Certificate, which are filed as Exhibits 10.1, 4.1 and 4.2 hereto, respectively,

and incorporated herein by reference.

Waiver

of Transfer Restrictions

October 13, 2026, ATII and Archimedes Tech SPAC Sponsors II LLC (the “Sponsor”), with the consent of BTIG, LLC, waived the

transfer restrictions applicable to the 3,000,000 ordinary shares of ATII to be transferred by the Sponsor to the Investor under the Purchaser

Support Agreement (as defined in the Signing 8-K).

Item 3.02. Unregistered Sales of Equity Securities.

The

disclosure set forth above in Item 1.01 of this Current Report on Form 8-K relating to the Amended and Restated Subscription Agreement

is incorporated by reference herein. The shares of Pubco Common Stock, the Pre-Funded Warrants and the PIPE Warrants issuable pursuant

to the Amended and Restated Subscription Agreement, and the shares of Pubco Common Stock issuable upon exercise of the Pre-Funded Warrants

and the PIPE Warrants, will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance

on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

4.1

Form of Warrant Certificate

4.2

Form of Pre-Funded Warrant Certificate

10.1

Form of Amended and Restated Subscription Agreement

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Important Information and Where to Find It

In connection with the proposed business combination, Pubco, a wholly-owned

subsidiary of ATII, and Forge Nano have filed documents with the Securities and Exchange Commission (the “SEC”), including

a registration statement on Form S-4 (the “Registration Statement”), which includes a proxy statement/prospectus of ATII,

relating to the proposed business combination. The Registration Statement was declared effective by the SEC on September 22, 2026. The

proxy statement/prospectus was mailed to ATII’s shareholders in connection with the proposed business combination on or about September

24, 2026. ATII’s extraordinary general meeting to approve the proposed business combination and related matters is scheduled for

October 16, 2026. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY

OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION OR INCORPORATED BY REFERENCE IN

THE REGISTRATION STATEMENT BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Any vote in respect of

resolutions to be proposed at ATII’s extraordinary general meeting to approve the proposed business combination or other responses

in relation to the proposed transaction should be made only on the basis of the information contained in the Registration Statement. Investors

and security holders may obtain free copies of these documents (as they become available) and other related documents filed with the SEC

at the SEC’s website at www.sec.gov or by directing a request to: Archimedes Tech SPAC Partners II Co., 2093 Philadelphia Pike #1968,

Claymont, DE 19703.

Participants in the Solicitation

Each of ATII, Pubco, Forge Nano and their respective directors, executive

officers and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation

of proxies from shareholders of ATII in favor of the proposed business combination. Information about ATII’s directors and officers

is set forth in ATII’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March

4, 2026 and ATII’s other filings with the SEC. Additional information concerning the interests of ATII’s participants in the

solicitation, which may, in some cases, be different than those of ATII’s shareholders generally, is set forth in the Registration

Statement relating to the proposed business combination. These documents are available free of charge at the SEC’s website at www.sec.gov.

No Offer or Solicitation

This Current Report on Form 8-K is for information purposes only and

is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase,

otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction,

pursuant to the proposed business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction

in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section

10 of the Securities Act.

Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking information

about, among other topics, the proposed business combination. All statements, other than statements of present or historical fact, included

in this Current Report on Form 8-K regarding the proposed business combination, ATII’s, Pubco’s and Forge Nano’s ability

to consummate the proposed business combination, the benefits of the proposed business combination and the combined company’s future

financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues

and losses, projected costs, prospects, plans and objectives of management, are forward-looking statements. When used in this Current

Report on Form 8-K, the words “could,” “should,” “will,” “may,” “believe,”

“anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such

terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain

such identifying words. These forward-looking statements are based on the current expectations and assumptions of ATII’s, Pubco’s

and Forge Nano’s management about future events and are based on currently available information as to the outcome and timing of

future events. Except as otherwise required by applicable law, ATII, Pubco and Forge Nano disclaim any duty to update any forward-looking

statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date

of this Current Report on Form 8-K.

ATII, Pubco and Forge Nano caution you that these forward-looking statements

are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of ATII,

Pubco or Forge Nano. Risks and uncertainties include, among other things: (i) risks related to the occurrence of any event, change or

other circumstances that could delay the proposed business combination or give rise to the termination of the agreements related thereto;

(ii) risks related to the outcome of any legal proceedings that may be instituted against ATII, Pubco or Forge Nano following announcement

of the transactions; (iii) risks related to the inability to complete the proposed business combination due to the failure to obtain approval

of the shareholders of ATII, Pubco and Forge Nano, or other conditions to closing in the Merger Agreement; (iv) the risk that the proposed

business combination disrupts ATII’s, Pubco’s or Forge Nano’s current plans and operations as a result of the announcement

of the transactions; (v) risks related to Forge Nano’s ability to realize the anticipated benefits of the proposed business combination,

which may be affected by, among other things, competition and the ability of Forge Nano to grow and manage growth profitably following

the proposed business combination; (vi) risks related to costs related to the proposed business combination; (vii) risks related to changes

in applicable laws or regulations; (viii) risks related to Forge Nano’s ability to successfully develop and deploy new technologies

to address the needs of its customers; (ix) risks related to the effects of competition on Forge Nano’s business, financial condition

and results of operations; (x) risks related to the availability and cost of the raw materials necessary for the production of Forge Nano’s

products; (xi) risks related to Forge Nano’s ability to meet the specifications and requirements of its customers or adequately

provide them with effective support and services; (xii) risks related to delays in the construction and operation of production facilities;

(xiii) risks related to intellectual property infringement, data protection, and other losses; (xiv) risks related to the amount of redemption

requests made by ATII’s public shareholders; (xv) risks related to the combined company’s ability to operate effectively as

a public company, including its ability to implement controls and procedures required for public companies following the business combination;

(xvi) risks related to changes in domestic and foreign business, market, financial, political and legal conditions; (xvii) risks related

to the possibility that ATII, Pubco or Forge Nano may be adversely affected by other economic, business, and/or competitive factors; and

(xviii) other risks discussed in ATII’s Annual Report on Form 10-K and that are presented in the Registration Statement. There may

be additional risks that ATII, Pubco or Forge Nano presently do not know or that ATII, Pubco or Forge Nano currently believe are immaterial

that could also cause actual results to differ from those contained in the forward-looking statements. Should one or more of the risks

or uncertainties described in this Current Report on Form 8-K, or should underlying assumptions prove incorrect, actual results and plans

could differ materially from those expressed or implied in any forward-looking statements. Additional information concerning these and

other factors that may impact the operations and projections discussed herein can be found in ATII’s periodic filings with the SEC,

including ATII’s Annual Report on Form 10-K and the Registration Statement. These SEC filings are available free of charge on the

SEC’s website at www.sec.gov.

You should carefully consider the foregoing factors and the other risks

and uncertainties that affect the businesses of ATII, Pubco and Forge Nano described in the “Risk Factors” and “Forward-Looking

Statements” sections of the Registration Statement and other documents filed or to be filed by any of them from time to time with

the SEC, all of which are available at www.sec.gov. These filings identify and address other important risks and uncertainties that could

cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements

speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and ATII, Pubco

and Forge Nano assume no obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of

new information, future events, or otherwise, unless required by law. None of ATII, Pubco or Forge Nano gives any assurance that it will

achieve its expectations.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Dated: October 13, 2026

ARCHIMEDES TECH SPAC PARTNERS II CO.

By:

/s/ Long Long

Name:

Long Long

Title:

Chief Executive Officer

ATII HOLDINGS INC.

By:

/s/ Long Long

Name:

Long Long

Title:

Chief Executive Officer

FORGE NANO, INC.

By:

/s/ Michael Kleinberg

Name:

Michael Kleinberg

Title:

Chief Financial Officer

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2627487d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

Final Form

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS

EXERCISABLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN

RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,

MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

[PUBCO]

WARRANT TO PURCHASE SHARES OF COMMON STOCK

Warrant

Shares: [__________]

Initial Exercise Date: [●], [●]

THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK

(this “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 [●], [●]1

(the “Termination Date”) but not thereafter, to subscribe for and purchase from [Pubco], a Delaware corporation (the

“Company”), up to [__] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common

stock, par value $0.0001 per share, of the Company (“Common Stock”). The purchase price of one Warrant Share under

this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1.               Definitions.

Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Schedule A hereto.

Section 2.               Exercise.

(a) Exercise of Warrant. 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 (or such other office or agency that the Company may designate by notice in writing to the registered Holder at the address of

the Holder appearing on the books of the Company), as applicable, of a duly executed PDF copy submitted by e-mail (or e-mail attachment)

of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Not later than 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 to the Company 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 exercise on a net-issuance basis procedure

specified in Section 2(c) below is available and 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) 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) Exercise Price. The exercise price per Warrant Share under this Warrant shall be $10.00, subject to adjustment hereunder as

set forth in Section 3 (the “Exercise Price”), but in each case can in no event be less than the Par Value.

basis (which will entail that the cash payment to be made is limited to the Par Value of each Warrant Share purchased) in which the Holder

shall be entitled to receive a number of Warrant Shares determined as follows:

X = ((A—B) x C) / A

where:

(X) =

the number of Warrant Shares to be issued to the Holder on a net-issuance basis;

(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, (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) of Regulation NMS promulgated under the federal securities laws) on such Trading Day or (3) 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), or (ii) 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;

(B) =

the Exercise Price of this Warrant, as adjusted hereunder, minus the Par Value; and

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 on a net-issuance basis.

The number of Warrant Shares that would be surrendered

by the Holder in connection with any exercise on a net-issuance basis would be equal to C-X.

If Warrant Shares are issued on a net-issuance basis,

the parties acknowledge and agree that by virtue of the Holder having to make payment to the Company of the Par Value in cash, the exemption

from registration provided under Section 3(a)(9) of the Securities Act shall not be available to the Holder, such that the Warrant

Shares issued thereby will be “restricted securities” and the holding period of the Warrant Shares being issued may not be

tacked on to the holding period of this Warrant.

Notwithstanding anything herein to the contrary,

on the Termination Date, this Warrant shall be automatically exercised on a net-issuance basis pursuant to this Section 2(c).

(d) Mechanics of Exercise.

(i) Delivery of Warrant Shares Upon Exercise. The Company shall cause its transfer agent to issue the Warrant Shares and thereupon

the Warrant Shares to be transmitted to the Holder by crediting the account of the Holder’s or its designee’s balance account

with The Depository Trust Company through its Deposit or Withdrawal at Custodian system if there is an effective resale registration statement

permitting the resale of the Warrant Shares by the Holder and the Holder is contemporaneously reselling such Warrant Shares pursuant to

such resale registration statement, and otherwise by physical delivery of a certificate, or reasonable evidence of issuance by book entry

of ownership of the Warrant Shares registered on the books of the transfer agent 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 later of (i) the Standard Settlement Period after the delivery to the Company of the Notice of Exercise,

and (ii) seven (7) Trading Days after delivery of the aggregate Exercise Price to the Company (such date, the “Warrant

Share Delivery Date”); provided, however, in any event, the Company shall not be obligated to deliver

Warrant Shares purchased until it has received the aggregate Exercise Price for such Warrant Shares. 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 transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by

the Warrant Share Delivery Date (subject to receipt of the aggregate Exercise Price for the applicable exercise (or, in the case of exercise

on a net-issuance basis, the aggregate Par Value of the Warrant Shares being purchased), then the Holder will have the right to rescind

such exercise prior to the delivery of the Warrant Shares.

(iv) 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 Warrant Share which the Holder would otherwise be entitled to purchase upon

such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied

by the Exercise Price.

(v) Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any capital, stamp,

issue, financial transaction and registration or transfer tax or other incidental expense payable in the United States, or in any other

jurisdiction in which the Company may be domiciled or resident or to whose taxing jurisdiction it may be generally subject, in respect

of the issuance, transfer or delivery 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 (“Specified Taxes”);

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 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 pursuant to the terms of this Warrant. If the Company shall fail to pay any Specified Taxes, the Holder

shall be entitled to tender and pay the same and the Company covenants to reimburse and indemnify the Holder in respect of any payment

thereof and any penalties payable in respect thereof.

(e) Entitlement in respect of Warrant Shares. Warrant Shares issued and delivered on exercise of this Warrant will be validly issued,

fully paid and non-assessable, and the Holder shall be entitled to all rights, distributions or payments in respect of such Warrant Shares

from the record date or other due date for the establishment of entitlement for which falls on or after the Initial Exercise Date, except

in any such case for any right excluded by mandatory provisions of applicable law. The Holder shall not be entitled to any rights, distributions

or payments in respect of any Warrant Shares the record date or other due date for the establishment of entitlement for which falls prior

to the date when the Warrant Shares are issued and delivered to the Holder.

(f) Holder’s Exercise Limitations. The Holder may notify the Company in writing in the event it elects to be subject to the

provisions contained in this Section 2(f); however, the Holder shall not be subject to this Section 2(f) unless

he, she or it makes such election. If the election is made, 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 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 4.9%, 9.9%, 19.9% (or such other amount as the Holder may specify) (the “Beneficial

Ownership Limitation”) of the outstanding shares of Common Stock. For purposes of the foregoing sentence, the number of shares

of Common Stock beneficially owned by the Holder, its Affiliates and Attribution Parties shall include the number of Warrant Shares issuable

upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Warrant Shares which

would be issuable upon (i) exercise of the remaining, nonexercised 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 unconverted 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 that are 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(f), beneficial ownership shall be calculated in accordance

with Section 13(d) of 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 (other than as it relates to a

Holder relying on the number of shares of Common Stock issued and outstanding as provided by the Company pursuant to this Section).

To the extent that the limitation contained in this Section 2(f) 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 up to the Beneficial Ownership Limitation 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 good faith 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 and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial

Ownership Limitation. 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 and the Company shall have no obligation

to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrant that are not in compliance

with the Beneficial Ownership Limitation. For purposes of this Section 2(f), 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 setting forth the number of shares of Common Stock outstanding. Upon the written

or oral request of a Holder, the Company shall within two (2) Trading Days confirm 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. By written notice to the Company, the Holder

may from time to time increase or decrease the Beneficial Ownership Limitation applicable to the Holder, provided, however, that any such

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(f) 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) Subdivision, consolidation or reclassification. If the Company at any time while this Warrant is outstanding: (i) subdivides

outstanding Common Stock into a larger number of shares, (ii) combines (including by way of a reverse share split) outstanding Common

Stock into a smaller number of shares or (iii) issues shares by reclassification of the Common Stock into any capital shares of the

Company, then in each case the Exercise Price shall be adjusted by multiplying the Exercise Price by the following fraction:

(A/B)

where:

(A) =

is the aggregate number of shares of Common Stock issued and outstanding immediately before such subdivision, consolidation, reclassification or such change, as the case may be; and

(B) =

is the aggregate number of shares of Common Stock issued and outstanding immediately after such subdivision, consolidation, reclassification or such change, as the case may be.

The number of Warrant Shares 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(a) shall become effective immediately after the effective date in the case of a subdivision,

combination or re-classification.

(b) [Reserved].

of the Closing, the VWAP of the Common Stock for the twenty Trading Day period commencing on the date that is six months after the Closing

Date (the “Measurement Price”) is less than the Exercise Price then in effect, then the Exercise Price then in effect

shall be reduced to an amount equal to the greater of (i) the Measurement Price and (ii) [$7.28]/[$5.00].

(d) Adjustment Upon Issuance or Deemed Issuance of Common Stock. If and whenever during the period commencing on the execution

date of the Subscription Agreement and ending on the Termination Date the Company issues or sells, or in accordance with this Section 3(d) is

deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or

for the account of the Company, but excluding the issuance of shares of Common Stock as a stock dividend, which shall adjust the Exercise

Price as provided in Section 3(f), and shares of Common Stock issued or sold, or deemed to have been issued or sold, by the Company

in connection with any Exempt Issuance) for Proceeds (the “New Issuance Price”) less than the Exercise Price then in

effect (each such issue, sale or deemed issuance or sale, a “Dilutive Issuance”), where the aggregate amount of Proceeds

received by the Company, together with all such prior issuances and sales (excluding, for the avoidance of doubt, any Exempt Issuance)

conducted for the purpose of raising capital by the Company on or after the execution date of the Subscription Agreement that were excluded

from this Section 3(d) by this clause, exceeds $500,000, then immediately after such Dilutive Issuance, the Exercise

Price then in effect shall be reduced to an amount equal to the New Issuance Price.

For purposes of determining the adjusted Exercise Price under

this Section 3(d), the following shall be applicable:

(i) Options and Convertible Securities. The consideration per share received by the Company for shares of Common Stock deemed to

have been issued pursuant to Section 3(d)(ii), relating to Options and Convertible Securities, shall be determined by dividing

(1) the total amount, if any, received or receivable by the Company as consideration for the issue of such Options or Convertible Securities,

plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any

provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options

or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such

Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

(2) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained

therein for a subsequent adjustment of such number) deemed to be issued pursuant to Section 3(d)(ii) upon the issuance

of such Options or Convertible Securities.

(ii) Deemed Issuance of Common Stock Subject to Options and Convertible Securities.

(1) If the Company at any time or from time to time shall issue any Options or Convertible Securities or shall fix a record date for the

determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number

of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability,

convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable

upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible

Securities, shall be deemed to be outstanding and to have been issued as of the time of such issue or, in case such a record date shall

have been fixed, as of the close of business on such record date.

(2) If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise

or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable

for shares of Common Stock increases or decreases at any time (other than (x) proportional changes in conversion or exercise prices,

as applicable, in connection with an event referred to in Section 3(a) above and (y) automatic adjustments to such

terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security which are not more favorable to the holder

thereof than the anti-dilution and similar provisions set forth herein), the Exercise Price in effect at the time of such increase or

decrease shall be adjusted to the Exercise Price, which would have been in effect at such time had such Options or Convertible Securities

provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case

may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(ii)(2), if the terms of any Option

or Convertible Security that was outstanding as of the Initial Exercise Date are increased or decreased in the manner described in the

immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise,

conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant

to this Section 3(d)(ii)(2) shall be made if such adjustment would result in an increase of the Exercise Price then in

effect.

(iii) Calculation of Consideration Received.

(1) In case one or more Option is issued in connection with the issue or sale of other securities of the Company, together comprising

one integrated transaction, (x) each such Option will be deemed to have been issued for the Option Value of such Option and (y) the

other securities issued or sold in such integrated transaction shall be deemed to have been issued or sold for the difference of (I) the

aggregate consideration received by the Company less any consideration paid or payable by the Company pursuant to the terms of such other

securities of the Company, less (II) the Option Value of each such Options; provided, that, no share of Common Stock

shall be deemed to have been issued for less than a fraction of the aggregate consideration received (excluding the minimum aggregate

amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein

for a subsequent adjustment of such consideration) payable to the Company upon the exercise of any such Options, or in the case of Options

for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible

Securities) equal to (A) one divided by (B) the total number of shares of Common Stock issued or issuable in the integrated

transaction (including the number of shares underlying any Options and Convertible Securities).

(2) If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount

of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of

publicly traded securities, in which case the amount of consideration received by the Company will be the closing sale price of such publicly

traded securities on the date of receipt. If any shares of Common Stock, Options or Convertible Securities are issued to the owners of

the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor

will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such

shares of Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or

publicly traded securities will be determined jointly by the Company and the holders of a majority in interest of this Warrant and the

other common stock purchase warrants with substantially the same terms as this Warrant, with an initial exercise price of $10.00 per share,

issued on the Initial Exercise Date, and then outstanding. If such parties are unable to reach agreement within ten (10) days after

the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be

determined within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser

jointly selected by the Company and the holders of a majority in interest of this Warrant and the other common stock purchase warrants,

with an initial exercise price of $10.00 per share, issued on the Initial Exercise Date, and then outstanding. The determination of such

appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne

by the Company.

(iv) Record Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to

receive a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe

for or purchase shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the

issuance or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making

of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

(v) Expiration or Termination of Options or Convertible Securities. Upon the expiration or termination of any unexercised Option

or unconverted or unexchanged Convertible Securities (or portion thereof) which resulted (either upon its original issuance or upon a

revision of its terms) in an adjustment to the Exercise Price pursuant to the terms of Section 3(d), the Exercise Price shall

be readjusted to such Exercise Price as would have obtained had such Option or Convertible Securities (or portion thereof) never been

issued.

(e) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above,

if at any time after the Initial Exercise Date the Company grants, issues or sells pro rata to the record holders of shares of Common

Stock any rights, options or warrants entitling them to subscribe for or purchase shares of Common Stock (“Purchase Rights”)

at a price per share of Common Stock that is less than the VWAP of the Common Stock for the twenty Trading Day period ending on, and including,

the Trading Day immediately preceding the date of announcement of the issuance of such Purchase Rights, then in each case the Exercise

Price shall be adjusted based on the following formula:

EP1

= EP0 x (OS0 + Y) / (OS0 + X)

where:

EP0

is the Exercise Price in effect immediately prior to the close of business on the Record Date for the issuance of such Purchase Rights;

EP1

is the Exercise Price in effect immediately after the close of business on the Record Date for the issuance of such Purchase Rights;

OS0

is the aggregate number of shares of Common Stock issued and outstanding immediately prior to the close of business on the Record Date for the issuance of such Purchase Rights;

is the aggregate number of shares of Common Stock deliverable pursuant to such Purchase Rights; and

is the number of shares of Common Stock equal to (i) the aggregate price payable to exercise such Purchase Rights, divided by (ii) the VWAP for the Common Stock for the twenty Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such Purchase Rights.

Any adjustment to the Exercise Price made under this

Section 3(e) shall be made successively whenever any such Purchase Rights are issued and shall become effective immediately

after the close of business on the Record Date for the issuance of such Purchase Rights. To the extent that shares of Common Stock are

not delivered after the expiration of such Purchase Rights, the Exercise Price shall be increased to the Exercise Price that would then

be in effect had the decrease with respect to the issuance of such Purchase Rights been made on the basis of delivery of only the number

of shares of Common Stock actually delivered. If such Purchase Rights are not so issued, the Exercise Price shall be increased to the

Exercise Price that would then be in effect if the Record Date for the issuance of such Purchase Rights had not occurred.

For purposes of this Section 3(e), in

determining whether any Purchase Rights entitle the holders to subscribe for or purchase shares of Common Stock at a price per share of

Common Stock that is less than the VWAP of the Common Stock for the twenty Trading Day period ending on, and including, the Trading Day

immediately preceding the date of announcement of the issuance of such Purchase Rights, and in determining the aggregate offering price

of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such Purchase Rights and

any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board

of Directors.

(f) Adjustment for Dividends. 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, shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate

rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then

in each case the Exercise Price shall be adjusted by multiplying the Exercise Price by the following fraction:

A - B

where:

(A) =

is the VWAP of one Warrant Share on the Ex-Date in respect of such Distribution; and

(B) =

is the portion of the Fair Market Value of the Distribution attributable to one Warrant Share, with such portion being determined by dividing the Fair Market Value of the Distribution by the number of shares of Common Stock entitled to receive the Distribution).

(g) Fundamental Transaction.

(i) If, at any time while this Warrant is 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

(and all of its subsidiaries, taken as a whole), 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 (other than to the Company or

a subsidiary of the Company), (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 outstanding shares of Common Stock,

(iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization

of the 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 (other than as a result of a share subdivision, consolidation or reclassification

of shares of Common Stock covered by Section 3(a)), or (v) the Company, directly or indirectly, in one or more related

transactions consummates a share or share purchase agreement or other business combination (including, without limitation, a reorganization,

recapitalization, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires

50% or more of the outstanding 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 or party to, such share or share purchase agreement or other

business combination) or 50% or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”),

then, upon any subsequent exercise of this 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, at the option of the Holder (without

regard to any limitation in Section 2(f) on the exercise of this Warrant), the number of shares of Common Stock of the

successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate

Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Warrant Shares for which

this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(f) on

the exercise of this Warrant). For the avoidance of doubt, the Transaction shall be deemed not to be a Fundamental Transaction.

(ii) 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 shares 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. Notwithstanding anything to the contrary, in the

event of a Fundamental Transaction in which less than seventy percent (70%) of the consideration receivable by the holders of shares of

Common Stock in the applicable Fundamental Transaction is payable in the form of common equity of the Company or in the Successor Entity

(or any holding company that owns 100% of the common equity interests of the Company or the Successor Entity, as applicable) that is listed

for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading

or quoted prior to or immediately following such Fundamental Transaction, the Company or any Successor Entity (as defined below) shall,

at the Holder’s option, exercisable concurrently with the consummation of the Fundamental Transaction (or, if later, the later of

(i) the date of the public announcement of the applicable Fundamental Transaction and (ii) within 30 days of the earlier of

(A) the consummation of the Fundamental Transaction and (B) 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 of the

remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided,

that if holders of shares of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such

holders of Common Stock will be deemed to have received shares of Common Stock or common stock of the Successor Entity (which Successor

Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. 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 Business

Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.

(iii) 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 and the other Transaction Documents in accordance with the provisions of this Section 3(g) pursuant to

written agreements in form and substance reasonably satisfactory to the Holder (without unreasonable delay) prior to such Fundamental

Transaction and shall, at the option of the Holder, deliver to the 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 which is exercisable for a corresponding

number of capital shares of such Successor Entity (or its parent entity) equivalent to the Warrant Shares acquirable and receivable upon

exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, (and

solely if the holders of the Common Stock (and Common Stock Equivalents) immediately prior to consummation of the applicable Fundamental

Transaction do not beneficially own upon consummation of such Fundamental Transaction, directly or indirectly (including through any one

or more holding companies that owns 100% of the common equity interests of the Company or the Successor Entity), at least 50% of the voting

power of the common equity of the Company or the Successor Entity, as applicable, with an exercise price which applies the Exercise Price

hereunder to the shares of capital stock received by holders of shares of Common Stock in such Fundamental Transaction, but taking into

account the relative value of the Warrant Shares and the value of such capital shares and such exercise price being for the purpose of

protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably

satisfactory in form and substance to the Holder.

(h) 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 of Common Stock deemed to be issued and

outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and

outstanding.

(i) Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 3,

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 adjusted number of Warrant Shares shall be the same as the

aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).

(j) 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 email 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.

(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 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 capital shares 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 shares of 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 its assets, or any compulsory share exchange whereby the 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 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 the shares of 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 shares of Common Stock of record 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, notwithstanding the foregoing, any notice delivery requirement hereunder shall

also be deemed satisfied by filing or furnishing such communication with the Commission via the EDGAR system; provided, further, 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 to the Holder in accordance with the terms of 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, unless determined by the Company that such filing

would be harmful to the Company at such time, in which case the Company shall file such Form 8-K as soon as is reasonably practicable

in its discretion. 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.

(k) 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 of directors of the Company.

(l) Transaction. Notwithstanding the foregoing, no adjustment to the Exercise Price shall be made as a result of the Transaction.

(m) Redemption.

(i) All but not less than all of the outstanding Warrants may be redeemed, at the option of the Company,

at any time commencing on the two-year anniversary of the Closing and ending on the Termination Date, upon notice to the Holder as provided

in clause (ii) below, at the price of $0.01 per Warrant (“Redemption Price”), provided that the closing

price of the Common Stock equals or exceeds $35.00 per share (subject to adjustment in accordance with Section 3(a) hereof),

on each of twenty (20) Trading Days within any thirty (30) Trading Day period ending on the third Trading Day prior to the date on which

notice of redemption is given; provided, that in the event that the Holder elects to exercise its Warrants in connection with any such

redemption and such exercise would result in the Holder beneficially owning (as calculated in accordance with Section 2(f) hereof)

shares of Common Stock in excess of the Beneficial Ownership Limitation, then any shares of Common Stock issued pursuant to such exercise

in excess of the Beneficial Ownership Limitation shall instead be held in reserve by the Company and issued to the Holder as promptly

as reasonably practicable following written notice from the Holder that the receipt of such shares will not cause the Holder to beneficially

own shares of Common Stock in excess of the Beneficial Ownership Limitation.

(ii) In the event the Company shall elect to redeem all of the Warrants, the Company shall fix a date for

the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid,

by the Company not less than thirty (30) days prior to the Redemption Date to the Holders at their last addresses as they shall appear

on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether

or not the Holder received such notice.

(iii) The Warrants may be exercised, for cash at the Company’s discretion, at any time after notice of redemption shall have been

given by the Company pursuant to this clause (m) and prior to the Redemption Date. In the event the Company determines to require

all Holders to exercise their Warrants on a “cashless basis”, the notice of redemption will contain the information necessary

to calculate the number of shares of Common Stock to be received upon exercise of the Warrants. On and after the Redemption Date, the

Holder shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.

Section 4.               Transfer

of Warrant.

(a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof,

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.

(b) New Warrants. 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 Exercise

Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto, and if applicable,

shall reflect any adjustment to the Exercise Price prior to the date of such transfer or exchange.

Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time.

The Company 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.

(d) Transfer Restrictions. This Warrant and the Warrant Shares may only be transferred in compliance with U.S. state and federal

securities laws and, if the transfer occurs on or prior to the Reset Termination Date, subject to the transferee agreeing to restrictions

consistent with Section 14(d) of the Subscription Agreement in form and substance reasonably acceptable to the Company as a

condition to such transfer. In connection with any transfer of this Warrant or the Warrant Shares other than pursuant to an effective

registration statement, the Company may require the transferor to provide to the Company an opinion of counsel selected by the transferor

and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to

the effect that such transfer does not require registration of this Warrant or the Warrant Shares under the Securities Act.

(e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant

and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to

or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities

law, except pursuant to sales registered or exempted under the Securities Act.

Section 5.               Miscellaneous.

(a) No Rights as a Holder of Warrant Shares Until Exercise. This Warrant does not entitle the Holder to any rights as a holder

of shares of Common Stock prior to the exercise hereof as set forth in Section 2(d)(i).

(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 certificate evidencing ownership of 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 share certificate, if mutilated, the

Company will make and deliver a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or share 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) Provision for Issuance of Underlying Shares.

(i) The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized but unissued Common

Stock a number of shares of Common Stock equal to the number of shares of Common Stock issuable upon the exercise of any purchase rights

under this Warrant (without regard to any limitation on exercise set forth herein and assuming an Exercise Price equal to the lower of

(i) [$7.28]/[$5.00] and (ii) the Exercise Price then in effect). The Company will take all such reasonable action as may be

necessary to assure that such shares of Common Stock 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).

(ii) The Company 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. The Company will 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) Jurisdiction. 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 its respective Affiliates, directors, officers, shareholders,

partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the Borough of Manhattan

in the City of New York, New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts

sitting in the Borough of Manhattan in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith

or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Warrant), and hereby

irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction

of any such court, that such 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 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 any party shall commence

an Action or Proceeding to enforce any provisions of this Warrant, then, the prevailing party in such Action or Proceeding shall be reimbursed

by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation

and prosecution of such Action or Proceeding.

(f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered,

will have restrictions upon resale imposed by state and federal securities laws.

(g) Nonwaiver 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. 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.

(h) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be

in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication

is delivered via email at the e-mail address as set forth on the signature pages attached hereto, or to such other address as the

Company or the Holder may indicate by a notice delivered to the other from time to time, at or prior to 5:30 p.m. (New York City

time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via

email attachment at the e-mail address as set forth on the signature pages attached hereto on a day that is not a Trading Day or

later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing,

if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required

to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto, or to

such other address as the Company or the Holder may indicate by a notice delivered to the other from time to time.

(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 shares of Common Stock or as a shareholder 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, waived or amended or the provisions hereof waived with the written consent of the

Company and the Holder.

(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.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the parties hereto have caused

this Warrant to Purchase Common Stock to be duly executed by their respective authorized signatories as of the date first indicated above.

[PUBCO]

Address for Notice:

By:

Name:

Title:

Email:

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

IN WITNESS WHEREOF, the undersigned have caused this

Warrant To Purchase Common Stock to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser:

Signature of

Authorized Signatory of Purchaser:

Name of Authorized Signatory:

Title of Authorized Signatory:

Email Address of Authorized Signatory:

Address for Notice to Purchaser:

Address for Delivery of Securities to Purchaser

(if not same as address for notice):

Warrant Shares:

EIN Number:

SCHEDULE A

“Action” means any action,

suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the applicable party, threatened against

or affecting the applicable party or any of its properties before or by any court, arbitrator, governmental or administrative agency or

regulatory authority (federal, state, county, local or foreign).

“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.

“Black Scholes Value” means

the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg 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

contemplated 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 (determined utilizing a 365 day annualization factor) as of the

Trading Day immediately following the public announcement of the applicable contemplated 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 Section 3(g), (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.

“Bloomberg” means Bloomberg

L.P.

“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 are generally

open for use by customers on such day.

“Closing Date” means the Trading

Day on which the Transaction is consummated.

“Common

Stock Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time shares

of Common Stock, including, without limitation, any debt, preference shares, 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, shares of Common Stock,

and any securities of the Company that when paired with one or more other securities of the Company or another entity entitles the holder

thereof to receive, shares of Common Stock.

Sch. A-1

“Convertible

Securities” means any shares or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable

for, or which otherwise entitles the holder thereof to acquire, any shares of Common Stock and any securities of the Company that

when paired with one or more other securities of the Company or another entity entitles the holder thereof to receive, shares of Common

Stock.

“Ex Date” means, in relation

to any Distribution, the first Trading Day on which the Common Stock is traded ex-the relevant Distribution.

“Exempt Issuance” means the

issuance of (a) any securities of the Company to employees, officers or directors, consultants, contractors, vendors or other agents

of the Company or its subsidiaries pursuant to any share or option plan duly adopted for such purpose or any other compensatory arrangement

with a director, executive officer, employee or agent approved by a majority of the non-employee members of the Board of Directors or

a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company or

its subsidiaries, (b) securities pursuant to the Purchase Agreements or the Merger Agreement and securities upon the exercise or

exchange of or conversion of any securities issued pursuant to the Purchase Agreements or the Merger Agreement and/or other securities

exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Closing Date, provided that such

securities have not been amended since the Closing Date 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 share consolidations, share divisions and automatic adjustments

to such terms pursuant to anti-dilution or similar provisions of such securities which are not more favorable to the holder thereof than

the anti-dilution and similar provisions set forth herein) or to extend the term of such securities, (c) any securities of the Company

at or prior to the Closing Date to the investors listed on Schedule B hereto, in each case including any “affiliate” (as defined

in Rule 144 under the Securities Act) thereof, for aggregate proceeds not exceeding $60 million, (d) the Underlying Shares,

and (e) securities issued pursuant to any merger, acquisition or strategic transaction or partnership, provided that (i) such

securities are issued as “restricted securities” (as defined in Rule 144) or are issued pursuant to an effective registration

statement pursuant to the Securities Act and (ii) any such issuance shall only be to a Person (or to direct or indirect the equityholders

and/or debtholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset that the Company

determines in good faith is similar, reasonably related, incidental or ancillary to the then business or operations of the Company and

its subsidiaries or their assets or is otherwise to be used or useful in such business or operations, but any such Exempt Issuance shall

not include a transaction in which the Company is issuing securities (x) primarily for the purpose of raising capital, including

an at-the-market offering, or (y) to an entity whose primary business is investing in securities (excluding, for the avoidance of

doubt, any holding company or parent of a Person described above).

Sch. A-2

“Fair Market Value” means,

on any date:

(a)

in the case of a cash Distribution, the amount of such cash Distribution;

(b)

in the case of a Distribution of Securities (including shares of Common Stock), Spin-Off Securities, options, warrants or other rights or assets that are publicly traded on a Relevant Stock Exchange, the arithmetic mean of the daily VWAP of such Securities; and

(c)

in the case of Securities, Spin-Off Securities, options, warrants or other rights or assets that are not publicly traded on a Relevant Stock Exchange, an amount equal to the fair market value of such Securities, Spin-Off Securities, options, warrants or other rights or assets as determined in good faith by the Board of Directors of the Company, on the basis of a commonly accepted market valuation method and taking account of such factors as it considers appropriate, including the market price per share of Common Stock, the dividend yield of a share of Common Stock, the volatility of such market price, prevailing interest rates and the terms of such Securities, Spin-Off Securities, options, warrants or other rights or assets, and including as to the expiration date and exercise price or the like (if any) thereof.

“Merger

Agreement” means the Agreement and Plan of Merger, dated April 20, 2026 (as may be amended, supplemented or otherwise

modified from time to time), by and among the Company and the other parties thereto.

“Options”

means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

“Option Value” means the value

of an Option based on the Black-Scholes Option Pricing model obtained from the “OV” function on Bloomberg determined as of

(A) the Trading Day prior to the public announcement of the issuance of the applicable Option, if the issuance of such Option is

publicly announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such Option

is not publicly announced, for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate

for a period equal to the remaining term of the applicable Option as of the applicable date of determination, (ii) an expected volatility

equal to the greater of 40% and the 100 day volatility obtained from the HVT function on Bloomberg as of (A) the Trading

Day immediately following the public announcement of the applicable Option if the issuance of such Option is publicly announced or (B) the

Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly announced, (iii) the

underlying price per share used in such calculation shall be the highest weighted average price of the shares of Common Stock during the

period beginning on the Trading Day prior to the execution of definitive documentation relating to the issuance of the applicable Option

and ending on (A) the Trading Day immediately following the public announcement of such issuance, if the issuance of such Option

is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such

Option is not publicly announced, (iv) a zero cost of borrow and (v) a 360 day annualization factor, provided, however, in case

any Option is issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction,

in no event shall the Option Value exceed a fraction of the aggregate consideration received (excluding the minimum aggregate amount of

additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent

adjustment of such consideration) payable to the Company upon the exercise of such Options, or in the case of Options for Convertible

Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities) equal

to (1) the number of shares of Common Stock underlying such Option divided by (2) the total number of shares of Common Stock

issued or issuable in the integrated transaction (including the number of shares underlying such Option).

Sch. A-3

“Par Value”

means the par value of one share of Common Stock at such time.

“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.

“Proceeding” means an action,

claim, suit, investigation or proceeding, whether commenced or threatened.

“Proceeds” means, in respect

of any Dilutive Issuance:

(i)

in the case of an issuance by the Company of new shares of Common Stock (in each case other than upon exercise of rights of conversion into, or exercise or exchange for, or the right to otherwise acquire, any shares of Common Stock issuable pursuant to Options and Convertible Securities), the aggregate amount of the gross proceeds received by the Issuer in respect of such Dilutive Issuance;

(ii)

in the case of an issuance of Options and Convertible Securities, the aggregate amount of consideration received or receivable by the Company determined in accordance with Section 3(d)(i)(1).

“Purchase Agreements” means

the several Subscription Agreements, between the Company and certain original holders of warrants to purchase common stock, with an initial

exercise price of $10.00 per share, issued on the Initial Exercise Date, as amended, modified or supplemented from time to time in accordance

with its terms.

“Relevant Stock Exchange” means:

(a)

in respect of the Common Stock, the Trading Market or, if at the relevant time the Common Stock is not at that time listed or traded on the Trading Market, the principal stock exchange or securities market on which the Common Stock then listed, quoted, traded or dealt in; and

(b)

In respect of any Securities (other than Common Stock), Spin-Off Securities, options, warrants or other rights or assets, the principal stock exchange or securities market on which such Securities, Spin-Off Securities, options, warrants or other rights or assets are then listed, quoted, traded or dealt in.

“Securities”

means any securities including, but not limited to, shares of Common Stock and other capital stock of the Company, restricted share

units, or options, warrants or other rights to subscribe for or purchase or acquire shares of Common Stock or any other capital stock

of the Company.

Sch. A-4

“Spin-Off Securities” means

equity share capital of an entity other than the Company or options, warrants or other rights to subscribe for or purchase equity share

capital of an entity other than the Company.

“Subscription Agreement” means

the Amended and Restated Subscription Agreement, dated as of October 13, 2026, between the Company and the initial Holder of this

Warrant.

“Trading Day” means a day on

which the principal Trading Market is open for trading.

“Trading Market” means any

of the following markets or exchanges on which 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 or the New York Stock Exchange (or any successors

to any of the foregoing).

“Transaction” means the transactions

contemplated by the Merger Agreement.

“Transaction Documents” means

this Warrant, the other warrants to purchase common stock, with substantially the same terms as this Warrant, with an initial exercise

price of $10.00 per share, issued on the Initial Exercise Date, the Pre-Funded Warrant (as defined in the Subscription Agreement), the

Subscription Agreement and all exhibits and schedules thereto.

“Underlying Shares” means the

Warrant Shares issuable upon exercise of this Warrant and the other warrants to purchase common stock, with substantially the same terms

as this Warrant, with an initial exercise price of $10.00 per share, issued on the Initial Exercise Date.

“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 arithmetic mean of the daily volume weighted average prices of the Common Stock for each of the 20 Trading Days preceding

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)), with each such Trading

Day weighted equally regardless of the aggregate trading volume for such Trading Day, (b) if OTCQB or OTCQX is not a Trading Market,

the arithmetic mean of the daily volume weighted average prices of the Common Stock for each of the 20 Trading Days preceding such date

(or the nearest preceding date) on OTCQB or OTCQX as applicable, calculated in the same manner as clause (a), (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 Open Market

(or a similar organization or agency succeeding to its functions of reporting prices), the average of the highest closing bid price and

the lowest closing ask price of the Common Stock for the 20 Trading Days preceding such date, 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 Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid

by the Company. For the avoidance of doubt, the daily volume weighted average price for each individual Trading Day shall be determined

by Bloomberg L.P. in accordance with its standard methodology, and the VWAP for the applicable period shall be calculated by summing such

daily values and dividing by the number of Trading Days in the measurement period (i.e., 20 Trading Days), such that each Trading Day’s

price is given equal weight irrespective of trading volume.

Sch. A-5

EXHIBIT A

NOTICE OF EXERCISE

TO:

[PUBCO]

Attn:

Email:

(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), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the exercise on a net-issuance basis procedure set forth in subsection 2(c).

(3) Please issue said Warrant

Shares in the name of, and deliver any cash payable for any fractional Warrant Shares to, the undersigned or in and to such other name

as is specified below:

The Warrant Shares shall be delivered to the following

DWAC Account Number:

(4) In connection with

the exercise of this Warrant, or the portion hereof above designated, the undersigned acknowledges, represents to and agrees with the

Company that the undersigned is not an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company and

has not been an “affiliate” (as defined in Rule 144 under the Securities Act) during the three months immediately preceding

the date hereof.

A-1

(5) The undersigned further

acknowledges (and if the undersigned is acting for the account of another person, that person has confirmed that it acknowledges) that

the Warrant Shares received upon exercise of this Warrant (or securities represented thereby) have not been registered under the Securities

Act and are “restricted securities”.

(6) The undersigned further

certifies that either:

(a) The undersigned is, and at the

time Warrant Shares are delivered upon exercise of this Warrant will be, the holder of the Warrant Shares, and the undersigned is not

a U.S. person (as defined in Regulation S under the Securities Act) and is located outside the United States (within the meaning of Regulation

S) and acquired, or have agreed to acquire and will have acquired, the Warrants being exercised and the Warrant Shares and being delivered

upon exercise outside the United States.

(b) The undersigned is a qualified

institutional buyer (as defined in Rule 144A under the Securities Act) acting for its own account or for the account of one or more

qualified institutional buyers and the undersigned is (or such account or accounts are) the sole beneficial owner(s) of the Warrant

Shares to be received upon exercise of this Warrant.

The undersigned hereby instructs the Company register

the Warrant Shares in the name of:

Name of Beneficial Owner to receive Warrant Shares:

Address of Beneficial Owner to receive Warrant Shares:

Number of Warrant Shares to be issued:

Beneficial Owner’s Tax ID Number:

Contact Name and Tel No/email address:

For any settlement inquiries, please contact

[_]:

[_]

[SIGNATURE OF HOLDER]

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

Signature Guarantee

Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Warrant Shares are to be issued other than to and in the name of the registered holder.

A-2

EXHIBIT B

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:

(Please Print)

Phone Number:

Email Address:

Dated:

_____________ ______, _______

Holder’s Signature:

Holder’s Address:

B-1

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2627487d1_ex4-2.htm · Sequence: 3

Exhibit 4.2

Final Form

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS

EXERCISABLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN

RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,

MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

[PUBCO]

WARRANT TO PURCHASE SHARES OF COMMON STOCK

Warrant

Shares: [__________]

Initial Exercise Date: [●], [●]

THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this

“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”) to subscribe for and purchase from [Pubco], a Delaware corporation (the “Company”),

up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common

stock, par value $0.0001 per share, of the Company (“Common Stock”). The purchase price of one Warrant Share under

this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1.               Definitions.

Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Schedule A hereto.

Section 2.               Exercise.

(a) Exercise of Warrant. 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 by delivery to the Company (or such other office or agency that the Company may designate

by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company), as applicable, of a

duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice

of Exercise”). Not later than 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 to the Company 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 exercise on a net-issuance basis procedure specified in Section 2(c) below is available and 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) 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) Exercise Price. The exercise price per Warrant Share under this Warrant shall be $0.0001, subject to adjustment hereunder as