Form 8-K/A

8-K/A — SmartKem, Inc.

Accession: 0001104659-26-046807

Filed: 2026-04-22

Period: 2026-03-30

CIK: 0001817760

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K/A — tm2612408d1_8ka.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2612408d1_ex4-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — FORM 8-K/A

8-K/A (Primary)

Filename: tm2612408d1_8ka.htm · Sequence: 1

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0001817760

2026-03-30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

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

Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 30, 2026

SmartKem, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-42115

85-1083654

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Manchester

Technology Center, Hexagon Tower

Delaunays

Road, Blackley

Manchester,

M9 8GQ U.K.

(Address of principal executive offices, including

zip code)

011-44-161-721-1514

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report)

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 (17 CFR 230.425)

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to

Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of exchange on which registered

Common

Stock, par value $0.0001 per share

SMTK

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 (§230.405 of this chapter) or Rule 12b - 2 of

the Securities Exchange Act of 1934 (§240.12b - 2 of this chapter).

Emerging

growth company x

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. ¨

Explanatory

Note

This Amendment No.1 amends

the Current Report on Form 8-K filed by SmartKem, Inc. (the “Company”) on March 30, 2026 in connection with

its Series A Preferred Stock financing (the “Original Form 8-K”) to: (i) amend and restate the first sentence

of Item 1.01 of the Original Form 8-K; and (ii) update the Form of Warrant filed as Exhibit 4.1 thereto (the “Exhibit”).

The first sentence of Item 1.01 of the Original Form 8-K inadvertently stated the number of Warrants issued on March 30, 2026

as 23,251,960 rather than 24,542,982. As previously filed, the Exhibit inadvertently defined the term “Exercise Price”

as $0.6135, rather than $0.5812 (the updated version the Exhibit is furnished with this Amendment No. 1). No other changes have

been made to the Original Form 8-K.

Item 1.01 Entry into a

Material Definitive Agreement

Series A Preferred

Stock

On March 30, 2026, SmartKem, Inc.

(the "Company") entered into a Securities Purchase Agreement (the "Preferred Stock Purchase Agreement") with certain

institutional investors (collectively, the "Buyers"), including certain March Noteholders (as defined below) pursuant to

which the Company agreed to issue and sell to the Buyers in a private placement (the “Private Placement”), at an initial closing,

(i) 11,411.5 shares of the Company's newly designated Series A Convertible Preferred Stock, par value $0.0001 per share (the

"Series A Preferred Stock"), with a stated value of $1,000 per share, convertible into shares of the Company's common stock,

par value $0.0001 per share (the "Common Stock"), at an initial conversion price of $0.5812 per share, subject to adjustment

as set forth in the Certificate of Designations (as defined below), and (ii) warrants to purchase up to 24,542,982 shares of Common

Stock (the “Warrants”).

Item 9.01 Financial Statement

and Exhibits

(d) Exhibits

Exhibit No.

Description

4.1

Form of Warrant

104

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

Signature

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SMARTKEM, INC.

Dated: April 22, 2026

By:

/s/ Barbra

C. Keck

Barbra C. Keck

Chief Financial Officer

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2612408d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

NEITHER

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE

HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE

OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES

UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN

A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE

TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. THE NUMBER OF SHARES OF COMMON STOCK

ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF

THIS WARRANT.

Smartkem, Inc.

Warrant

To Purchase Common Stock

Warrant No.: A-1

Date of Issuance: March 30, 2026 (“Issuance

Date”)

SMARTKEM, Inc.., a Delaware

corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, [BUYER], the registered holder hereof or its permitted

assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise

Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common

Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance

Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 1,825,350 (subject to adjustment as provided

herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such number

of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this Warrant shall

have the meanings set forth in Section 19. This Warrant is one of the Warrants to Purchase Common Stock (the “SPA Warrants”)

issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of March 27, 2026 (the “Subscription

Date”), by and among the Company and the investors (the “Buyers”) referred to therein, as amended from time

to time (the “Securities Purchase Agreement”).

1.             EXERCISE

OF WARRANT.

(a)           Mechanics

of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)),

this Warrant may be exercised by the Holder on any day after the six-month anniversary of the Issuance Date (an “Exercise Date”),

in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A

(the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day

following an exercise of this Warrant as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise

Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant was so exercised (the

“Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify

the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The

Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery

of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original

of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and

delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original

of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading

Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile or electronic mail

an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to

the Holder and the Company’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction

to the Transfer Agent to process such Exercise Notice in accordance with the terms herein. On or before the first (1st) Trading

Day following the date on which the Company has received such Exercise Notice (or such earlier date as required pursuant to the 1934

Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable

Exercise Date), the Company shall (X) provided such Warrant Shares issuable pursuant to such Exercise Notice are eligible for resale

by such Holder pursuant to Rule 144 of the 1933 Act or pursuant to an effective Registration Statement (the “Unrestricted

Resale Conditions”) and that the Transfer Agent is participating in The Depository Trust Company (“DTC”)

Fast Automated Securities Transfer Program (“FAST”), upon the request of the Holder, credit such aggregate number

of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance

account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the FAST

or the Unrestricted Resale Conditions are not satisfied, upon the request of the Holder, issue and deliver (via reputable overnight courier)

to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number

of shares of Common Stock to which the Holder shall be entitled pursuant to such exercise. Upon delivery of an Exercise Notice and payment

in full of the applicable Exercise Price (unless this Warrant is exercised pursuant to a Cashless Exercise), the Holder shall be deemed

for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised,

irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates

evidencing such Warrant Shares (as the case may be); provided, that the Holder shall be deemed to have waived any voting rights of any

such Warrant Shares during the period commencing on such Exercise Date, through, and including, such applicable Share Delivery Date (as

defined below) (each, an “Exercise Period”), as necessary, such that the aggregate voting rights of any Common Stock

(including such Warrant Shares) beneficially owned by the Holder and/or any Attribution Parties, collectively, on any such date of determination

shall not exceed the Maximum Percentage (as defined below) as a result of any such exercise of this Warrant. If this Warrant is submitted

in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant

submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise and upon surrender of this Warrant

to the Company by the Holder, then, at the request of the Holder, the Company shall as soon as practicable and in no event later than

one (1) Business Day after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant

(in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior

to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional

shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued

shall be rounded up to the nearest whole number. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs

and expenses (including, without limitation, fees and expenses of the Transfer Agent) that may be payable with respect to the issuance

and delivery of Warrant Shares upon exercise of this Warrant. Notwithstanding the foregoing, except in the case where an exercise of

this Warrant is validly made pursuant to a Cashless Exercise, the Company’s failure to deliver Warrant Shares to the Holder on

or prior to the later of (i) one (1) Trading Day after receipt of the applicable Exercise Notice (or such earlier date as required

pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated

on the applicable Exercise Date) and (ii) one (1) Trading Day after the Company’s receipt of the Aggregate Exercise Price

(or valid notice of a Cashless Exercise) (such later date, the “Share Delivery Date”) shall not be deemed to be a

breach of this Warrant. Notwithstanding anything to the contrary contained in this Warrant or the Registration Rights Agreement, after

the effective date of the Registration Statement (as defined in the Registration Rights Agreement) and prior to the Holder’s receipt

of the notice of a Grace Period (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver

unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in

the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the

prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

From the Issuance Date through and including the Expiration Date, the Company shall maintain a transfer agent that participates in FAST.

(b)           Exercise

Price. For purposes of this Warrant, “Exercise Price” means $0.5812, subject to adjustment as provided herein.

Failure to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, on or prior to the Share Delivery

Date, either (I) if the Transfer Agent is not participating in FAST or the Unrestricted Resale Conditions are not satisfied, to

issue and deliver to the Holder (or its designee) a certificate for the number of Warrant Shares to which the Holder is entitled and

register such Warrant Shares on the Company’s share register or, if the Transfer Agent is participating in FAST and the Unrestricted

Resale Conditions are satisfied, to credit the balance account of the Holder or the Holder’s designee with DTC for such number

of Warrant Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant (as the case may be) or (II) if

a Registration Statement covering the resale of the Warrant Shares that are the subject of the Exercise Notice (the “Unavailable

Warrant Shares”) is not available for the resale of such Unavailable Warrant Shares and the Company fails to promptly, but

in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the

Warrant Shares electronically without any restrictive legend by crediting such aggregate number of Warrant Shares to which the Holder

is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal

At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice

Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in

addition to all other remedies available to the Holder, (X) the Company shall pay in cash to the Holder on each day after the Share

Delivery Date and during such Delivery Failure an amount equal to 2% of the product of (A) the sum of the number of shares of Common

Stock not issued to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled, multiplied by (B) any

trading price of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the applicable

Exercise Date and ending on the applicable Share Delivery Date, and (Y) the Holder, upon written notice to the Company, may void

its Exercise Notice with respect to, and retain or have returned, as the case may be, any portion of this Warrant that has not been exercised

pursuant to such Exercise Notice; provided that the voiding of an Exercise Notice shall not affect the Company’s obligations to

make any payments which have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise. In addition

to the foregoing, if on or prior to the Share Delivery Date either (I) the Transfer Agent is not participating in FAST or the Unrestricted

Resale Conditions are not satisfied, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register

such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST and or the Unrestricted

Resale Conditions are satisfied, the Transfer Agent shall fail to credit the balance account of the Holder or the Holder’s designee

with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant

to the Company’s obligation pursuant to clause (ii) below or (II) a Notice Failure occurs, and if on or after such Share

Delivery Date the Holder acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding to all

or any portion of the number of shares of Common Stock issuable upon such exercise that the Holder is entitled to receive from the Company

and has not received from the Company in connection with such Delivery Failure or Notice Failure, as applicable (a “Buy-In”),

then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after the Holder’s

request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase

price (including brokerage commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so

acquired (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”),

at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or

credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Warrant Shares to

which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) (and to issue such Warrant Shares) shall

terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing

such Warrant Shares or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number

of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) and pay cash to the

Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Warrant Shares multiplied

by (B) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable

Exercise Notice and ending on the date of such issuance and payment under this clause (ii) (the “Buy-In Payment Amount”).

Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including,

without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver

certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the exercise of this

Warrant as required pursuant to the terms hereof. While this Warrant is outstanding, the Company shall cause its transfer agent to participate

in FAST. In addition to the foregoing rights, (i) if the Company fails to deliver the applicable number of Warrant Shares upon an

exercise pursuant to Section 1 by the applicable Share Delivery Date, then the Holder shall have the right to rescind such exercise

in whole or in part and retain and/or have the Company return, as the case may be, any portion of this Warrant that has not been exercised

pursuant to such Exercise Notice; provided that the rescission of an exercise shall not affect the Company’s obligation to make

any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise, and (ii) if

a registration statement covering the issuance or resale of the Warrant Shares that are subject to an Exercise Notice is not available

for the issuance or resale, as applicable, of such Warrant Shares and the Holder has submitted an Exercise Notice prior to receiving

notice of the non-availability of such registration statement and the Company has not already delivered the Warrant Shares underlying

such Exercise Notice electronically without any restrictive legend by crediting such aggregate number of Warrant Shares to which the

Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit

/ Withdrawal At Custodian system, the Holder shall have the option, by delivery of notice to the Company, to (x) rescind such Exercise

Notice in whole or in part and retain or have returned, as the case may be, any portion of this Warrant that has not been exercised pursuant

to such Exercise Notice; provided that the rescission of an Exercise Notice shall not affect the Company’s obligation to make any

payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise, and/or (y) switch

some or all of such Exercise Notice from a cash exercise to a Cashless Exercise.

(d)            Cashless

Exercise. Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of

exercise hereof a Registration Statement is not effective (or the prospectus contained therein is not available for use) for the resale

by the Holder of all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and,

in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise

Price, elect instead to receive upon such exercise the “Net Number” of Warrant Shares determined according to the following

formula (a “Cashless Exercise”):

Net Number =

(A x B) - (A x C)

For purposes of the foregoing formula:

A= the total number of shares with respect

to which this Warrant is then being exercised.

B = as elected by the Holder: (i) the

VWAP of the shares of Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise

Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both

executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular trading hours”

(as defined in Rule 600(b)(88) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at

the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Exercise Notice

or (z) the Bid Price of the shares of Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice

if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours

thereafter pursuant to Section 1(a) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable

Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant

to Section 1(a) hereof after the close of “regular trading hours” on such Trading Day.

C = the Exercise

Price then in effect for the applicable Warrant Shares at the time of such exercise.

If the Warrant Shares are issued

in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant

Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated under

the 1933 Act, as in effect on the Subscription Date, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed

to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this

Warrant was originally issued pursuant to the Securities Purchase Agreement.

(e)            Disputes.

In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares

to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed

and resolve such dispute in accordance with Section 15.

(f)            Limitations

on Exercises.

(i)            The

Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion

of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if

never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively

would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately

after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially

owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other

Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination

of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining,

unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or

conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible

notes or convertible preferred stock or warrants, including other SPA Warrants) beneficially owned by the Holder or any other Attribution

Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes

of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes

of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding

the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s

most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing

with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the

Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding

Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding

shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of

the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s

beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the

Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase

is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the

Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of

the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail 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 and any other Attribution

Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common

Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially

own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of

the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial

ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled

ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after

the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the

Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such

increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage

to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage

will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such

increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of SPA Warrants that

is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this

Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for

purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant

to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination

of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity

with the terms of this Section 1(f) to the extent necessary to correct this paragraph or any portion of this paragraph which

may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f) or to make

changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph

may not be amended, modified, or waived and shall apply to a successor holder of this Warrant.

(ii)            The

Company shall not issue any Warrant Shares upon the exercise of this Warrant that (taken together with the issuance of such Common Stock

upon the conversion of the Preferred Shares and other SPA Warrants and the Common Stock issued pursuant to the Permitted Equity Line

(as defined in the Securities Purchase Agreement)) would exceed the aggregate number of shares of Common Stock that the Company may issue

without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares that

may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation

shall not apply in the event that the Company (A) obtains Stockholder Approval (as defined in the Securities Purchase Agreement)

or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, that opinion shall be reasonably

satisfactory to the Holder. Until such approval or such written opinion is obtained, no Holder shall be issued in the aggregate, upon

conversion or exercise (as the case may be) of any Preferred Shares or SPA Warrants or otherwise pursuant to the terms of the Preferred

Shares or the SPA Warrants or the Permitted Equity Line, shares of Common Stock in an amount greater than the product of (i) the

Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Preferred Shares and Warrants

issued to such Holder on the Issuance Date divided by (2) the aggregate number of Preferred Shares and SPA Warrants outstanding

as of the Issuance Date (with respect to each Holder, the “Exchange Cap Allocation”). In the event that any Holder

shall sell or otherwise transfer any of such Holder’s Preferred Shares or SPA Warrants, the transferee shall be allocated a pro

rata portion of such Holder’s Exchange Cap Allocation with respect to such portion of such Preferred Shares and/or SPA Warrants

so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange

Cap Allocation so allocated to such transferee. Upon conversion or exercise in full of a Holder’s Preferred Shares and Warrants,

the difference (if any) between such Holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued

to such Holder upon such Holder’s conversion and exercise in full of such Preferred Shares and SPA Warrants shall be allocated,

to the respective Exchange Cap Allocations of the remaining holders of Preferred Shares and SPA Warrants on a pro rata basis in proportion

to the shares of Common Stock underlying the Preferred Shares and SPA Warrants then held by each such Holder, as applicable.

(g)           Reservation

of Shares.

(i)            Required

Reserve Amount. So long as this Warrant remains outstanding, the Company shall at all times keep reserved for issuance under this

Warrant a number of shares of Common Stock at least equal to 100% of the maximum number of shares of Common Stock as shall be necessary

to satisfy the Company’s obligation to issue shares of Common Stock under the SPA Warrants then outstanding (assuming for purposes

hereof that (x) all Additional Warrants (as defined in the Securities Purchase Agreement) issuable pursuant to the Securities Purchase

Agreement shall have been issued at an Additional Closing (as defined in the Securities Purchase Agreement) on the Initial Closing Date

(as defined in the Securities Purchase Agreement) and (y) any such exercise shall not take into account any limitations on exercise)

(the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant

to this Section 1(g)(i) be reduced other than proportionally in connection with any exercise or redemption of SPA Warrants

or such other event covered by Section 2(a) below. The Required Reserve Amount (including, without limitation, each increase

in the number of shares so reserved) shall be allocated pro rata among the holders of the SPA Warrants based on number of shares of Common

Stock issuable upon exercise of SPA Warrants held by each holder on the Initial Closing Date (and any Additional Warrants issued thereafter)

(without regard to any limitations on exercise) or increase in the number of reserved shares, as the case may be (the “Authorized

Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s SPA Warrants, each

transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved

and allocated to any Person which ceases to hold any SPA Warrants shall be allocated to the remaining holders of SPA Warrants, pro rata

based on the number of shares of Common Stock issuable upon exercise of the SPA Warrants then held by such holders (without regard to

any limitations on exercise).

(ii)            Insufficient

Authorized Shares. If, notwithstanding Section 1(g)(i) above, and not in limitation thereof, at any time while any of

the SPA Warrants remain outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Common

Stock to satisfy its obligation to reserve the Required Reserve Amount (an “Authorized Share Failure”), then the

Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount

sufficient to allow the Company to reserve the Required Reserve Amount for all the SPA Warrants then outstanding. Without limiting

the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure,

but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting

of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such

meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its

stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend

to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure,

the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding shares of Common Stock

to approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining

such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. In the event that the Company is

prohibited from issuing shares of Common Stock upon an exercise of this Warrant due to the failure by the Company to have sufficient

shares of Common Stock available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of

Common Stock, the “Authorization Failure Shares”), in lieu of delivering such Authorization Failure Shares to the

Holder, the Company shall pay cash in exchange for the cancellation of such portion of this Warrant exercisable into such

Authorization Failure Shares at a price equal to the sum of (i) the product of (x) such number of Authorization Failure

Shares and (y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date

the Holder delivers the applicable Exercise Notice with respect to such Authorization Failure Shares to the Company and ending on

the date of such issuance and payment under this Section 1(g); and (ii) to the extent the Holder purchases (in an open

market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Authorization Failure

Shares, any Buy-In Payment Amount, brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in

connection therewith. Nothing contained in this Section 1(g) shall limit any obligations of the Company under any

provision of the Securities Purchase Agreement.

2.             ADJUSTMENT

OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and number of Warrant Shares issuable upon exercise

of this Warrant are subject to adjustment from time to time as set forth in this Section 2.

(a)            Stock

Dividends and Splits. Without limiting any provision of Section 2(b), Section 3 or Section 4, if the Company, at any

time on or after the Subscription Date, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common

Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides

(by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock

into a larger number of shares or (iii) combines (by combination, reverse stock split or otherwise) one or more classes of its then

outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by

a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which

the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant

to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled

to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become

effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this paragraph

occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted

appropriately to reflect such event.

(b)            Adjustment

Upon Issuance of Shares of Common Stock. If and whenever on or after the Subscription Date, the Company grants, issues or sells (or

enters into any agreement to grant, issue or sell), or in accordance with this Section 2 is deemed to have granted, issued or sold,

any shares of Common Stock (including the granting, issuance or sale of shares of Common Stock owned or held by or for the account of

the Company, but excluding any Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold) for a consideration

per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to

such granting, issuance or sale or deemed granting, issuance or sale (such Exercise Price then in effect is referred to herein as the

“Applicable Price”) (the foregoing a “Dilutive Issuance”), 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 all purposes of the foregoing

(including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the

following shall be applicable:

(i)            Issuance

of Options. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell) any Options

and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon

conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the

terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued

and sold by the Company at the time of the granting, issuance or sale (or the time of execution of such agreement to grant, issue or

sell, as applicable) of such Option for such price per share. For purposes of this Section 2(b)(i), the “lowest price per

share for which one share of Common Stock is at any time issuable upon the exercise of any such Options or upon conversion, exercise

or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof”

shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the

Company with respect to any one share of Common Stock upon the granting, issuance or sale (or pursuant to the agreement to grant, issue

or sell, as applicable) of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security

issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in

such Option for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the

exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such

Option or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Option

(or any other Person) upon the granting, issuance or sale (or the agreement to grant, issue or sell, as applicable) of such Option, upon

exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or

otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on,

the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made

upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or otherwise

pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible

Securities.

(ii)            Issuance

of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible

Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or

exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall

be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution

of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this

Section 2(b)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion,

exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum

of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon

the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion,

exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price

set forth in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible

market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of

all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale (or the agreement

to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable by, or

benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment

of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of

such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities

is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this

Section 2(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance

or sale.

(iii)           Change

in Option Price or Rate of Conversion. If the purchase or exercise 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

proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 2(a)),

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 2(b)(iii),

if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that was outstanding

as of the Subscription 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 2(b) shall be made

if such adjustment would result in an increase of the Exercise Price then in effect.

(iv)           Calculation

of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the issuance

or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”,

and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”), together comprising

one integrated transaction, (or one or more transactions if such issuances or sales or deemed issuances or sales of securities of the

Company either (A) have at least one investor or purchaser in common, (B) are consummated in reasonable proximity to each other

and/or (C) are consummated under the same plan of financing) the aggregate consideration per share of Common Stock with respect

to such Primary Security shall be deemed to be equal to the difference of (x) the lowest price per share for which one share of

Common Stock was issued (or was deemed to be issued pursuant to Section 2(b)(i) or 2(b)(ii) above, as applicable) in such

integrated transaction solely with respect to such Primary Security, minus (y) with respect to such Secondary Securities, the sum

of (I) the Black Scholes Consideration Value of each such Option, if any, (II) the fair market value (as determined by the

Required Holder in good faith) or the Black Scholes Consideration Value, as applicable, of such Adjustment Right, if any, and (III) the

fair market value (as determined by the Holder) of such Convertible Security, if any, in each case, as determined on a per share basis

in accordance with this Section 2(b)(iv). If any shares of Common Stock, Options or Convertible Securities are issued or sold or

deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration paid

for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration

Value) will be deemed to be the net amount of consideration received by the Company therefor. 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

(for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security, but not for the purpose

of the calculation of the Black Scholes Consideration Value) 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 for such securities will be

the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding 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 (for the purpose of determining the consideration

paid for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration

Value) 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 Holder. 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) Trading Days after the tenth (10th) day following such Valuation

Event by an independent, reputable appraiser jointly selected by the Company and the Holder. 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.

(v)           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).

of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to Section 2(a), 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).

(d)           Holder’s

Right of Alternative Exercise Price Following Issuance of Certain Options or Convertible Securities. In addition to and not in limitation

of the other provisions of this Section 2, subject to Stockholder Approval (as defined in the Securities Purchase Agreement), if

the Company in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, Options or Convertible Securities

(other than the Permitted Equity Line (as defined in the Securities Purchase Agreement)) (any such securities, “Variable Price

Securities”) after the Subscription Date that are issuable pursuant to such agreement or convertible into or exchangeable or

exercisable for shares of Common Stock at a price which varies or may vary with the market price of the shares of Common Stock, including

by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions

(such as share splits, share combinations, share dividends and similar transactions) (each of the formulations for such variable price

being herein referred to as, the “Variable Price”), the Company shall provide written notice thereof via facsimile

and overnight courier to the Holder on the date of such agreement and the issuance of such Convertible Securities or Options. From and

after the date the Company enters into such agreement or issues any such Variable Price Securities, the Holder shall have the right,

but not the obligation, in its sole discretion to substitute the Variable Price for the Exercise Price upon exercise of this Warrant

by designating in the Exercise Notice delivered upon any exercise of this Warrant that solely for purposes of such exercise the Holder

is relying on the Variable Price rather than the Exercise Price then in effect. The Holder’s election to rely on a Variable Price

for a particular exercise of this Warrant shall not obligate the Holder to rely on a Variable Price for any future exercises of this

Warrant.

(e)           Stock

Combination Event Adjustment. If at any time and from time to time on or after the Issuance Date there occurs any stock split, stock

dividend, stock combination recapitalization or other similar transaction involving the Common Stock (each, a “Stock Combination

Event”, and such date thereof, each, a “Stock Combination Event Date”) and the Event Market Price is less

than the Exercise Price then in effect (after giving effect to the adjustment in clause 2(a) above), then on the sixteenth (16th)

Trading Day immediately following such Stock Combination Event (each, a “Stock Combination Event Adjustment Date”),

the Exercise Price then in effect on such sixteenth (16th) Trading Day (after giving effect to the adjustment in clause 2(a) above)

shall be reduced (but in no event increased) to the Event Market Price. Notwithstanding the foregoing, if a Holder requests to exercise

this Warrant, in whole or in part, on any given date during any Stock Combination Measuring Period, solely with respect to such portion

of this Warrant subject to such exercise on such applicable Exercise Date, (a) such applicable Stock Combination Event Date shall

be deemed to mean such Exercise Date, (b) such applicable Stock Combination Measuring Period shall be deemed to have ended on the

Trading Day immediately prior to such Exercise Date and (c) the applicable Event Market Price for such portion of this Warrant exercised

shall be calculated pursuant to this Section 2(e). For the avoidance of doubt, if the adjustment in the immediately preceding sentence

would otherwise result in an increase in the Exercise Price hereunder, no adjustment shall be made.

(f)            Other

Events. In the event that the Company (or any Subsidiary (as defined in the Securities Purchase Agreement)) shall take any action

to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution

or if any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions

(including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features),

then the Company’s board of directors shall in good faith determine and implement an appropriate adjustment in the Exercise Price

and the number of Warrant Shares (if applicable) so as to protect the rights of the Holder, provided that no such adjustment pursuant

to this Section 2(f) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant

to this Section 2, provided further that if the Holder does not accept such adjustments as appropriately protecting its interests

hereunder against such dilution, then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent

investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding

absent manifest error and whose fees and expenses shall be borne by the Company.

(g)           Calculations.

All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a share,

as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the

account of the Company, and the disposition of any such shares shall be considered an issuance or sale of Common Stock.

(h)           Voluntary

Adjustment By Company. Subject to the rules and regulations of the Principal Market, the Company may at any time during the

term of this Warrant, with the prior written consent of the Required Holders (as defined in the Securities Purchase Agreement), 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.

(i)            Adjustments.

If on any Trading Day during the period commencing on the later of (I) the Stockholder Approval Date (as defined in the Securities

Purchase Agreement) and (II) the Applicable Date (as defined in the Securities Purchase Agreement) through, and including, the one

hundred and eightieth (180th) calendar day after the later of (x) the Applicable Date and (y) the Stockholder Approval Date,

as applicable (any Trading Day during such period, each, an “Adjustment Date”), the Exercise Price then in effect

is greater than the Market Price then in effect (each, an “Adjustment Price”), on any such applicable Adjustment Date

the Exercise Price shall automatically lower to the applicable Adjustment Price. Notwithstanding the foregoing, if a Holder requests

to exercise this Warrant in whole or in part on any given date during a Market Price Measuring Period, solely with respect to such portion

of this Warrant being exercised on such applicable Exercise Date (each, an “Exercised Warrant”), (a) such applicable

Adjustment Date shall be deemed to mean such Exercise Date, (b) such applicable Market Price Measuring Period shall be deemed to

have ended on the Trading Day immediately prior to such Exercise Date and (c) the applicable Adjustment Price for such Exercised

Warrant shall be calculated pursuant to this Section 2(i). For the avoidance of doubt, following the calculation of the Adjustment

Price pursuant to this Section 2(i), the Company’s obligations with regard to such Exercised Warrant shall be deemed satisfied

and no additional Adjustment Price shall apply to such Exercised Warrant.

(j)            Exercise

Floor Price. Prior to the Stockholder Approval Date, no adjustment pursuant to this Section 2 shall cause the Exercise Price

to be less than $0.5812 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction

occurring after the date of the Securities Purchase Agreement) (the “Exercise Floor Price”); provided, that, this

limitation shall not apply after the Stockholder Approval Date. As of the Stockholder Approval Date, any Dilutive Issuances or other

events that would have resulted in an adjustment to the Exercise Price prior to the Stockholder Approval Date, but for the application

of this Section 2(j), shall adjust the Exercise Price hereunder as if such Dilutive Issuances and/or other events, as applicable,

occurred on the Stockholder Approval Date.

3.            RIGHTS

UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above or Section 4(a) below,

if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of

shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other

securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate

rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance

of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the

Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise

of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum

Percentage) immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as

of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however,

that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution

Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution in excess of the

Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution

(and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit

of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties

exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared

or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had

been no such limitation).

4.            PURCHASE

RIGHTS; FUNDAMENTAL TRANSACTIONS.

(a)           Purchase

Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if at any time the Company grants, issues or sells

any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders

of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms

applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number

of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise

of this Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the

grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of

Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the

extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties

exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Maximum

Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and

beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit

of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties

exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued

or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there

had been no such limitation).

(b)           Fundamental

Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes

in writing all of the obligations of the Company under this Warrant and the other Transaction Documents (as defined in the Securities

Purchase Agreement) in accordance with the provisions of this Section 4(b) pursuant to written agreements in form and substance

satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to 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, including, without limitation, which is exercisable for a corresponding number of shares of capital stock equivalent

to the shares of Common Stock 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 with an exercise price which applies the exercise price hereunder to such

shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction

and the value of such shares of capital stock, such adjustments to the number of shares of capital stock 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 (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or

listed for trading on an Eligible Market. Upon the consummation of each Fundamental Transaction, the Successor Entity shall succeed to,

and be substituted for (so that from and after the date of the applicable Fundamental Transaction, the provisions of this Warrant and

the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise

every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction

Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of each Fundamental

Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at

any time after the consummation of the applicable Fundamental Transaction, in lieu of the shares of Common Stock (or other securities,

cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be

receivable thereafter)) issuable upon the exercise of this Warrant prior to the applicable Fundamental Transaction, such shares of publicly

traded common stock (or its equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled

to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable

Fundamental Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions

of this Warrant. Notwithstanding the foregoing, and without limiting Section 1(f) hereof, the Holder may elect, at its sole

option, by delivery of written notice to the Company to waive this Section 4(b) to permit the Fundamental Transaction without

the assumption of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation of each

Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect

to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to

insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation

of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common Stock (or other securities,

cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be

receivable thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities,

cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have

been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior

to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant). Provision made pursuant

to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder.

(d)           Application.

The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and

shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations on

the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage, applied

however with respect to shares of capital stock registered under the 1934 Act and thereafter receivable upon exercise of this Warrant

(or any such other warrant)).

5.             NONCIRCUMVENTION.

The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation (as defined in the

Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets,

consolidation, merger, scheme of arrangement, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek

to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions

of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing,

the Company (a) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above

the Exercise Price then in effect, and (b) shall take all such actions as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant. Notwithstanding

anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Issuance Date, the Holder is not permitted to

exercise this Warrant in full for any reason (other than pursuant to restrictions set forth in Section 1(f) hereof), the Company

shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary

to permit such exercise into shares of Common Stock.

6.             WARRANT

HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a

holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for

any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder

of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action

(whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice

of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which

it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed

as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder

of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6,

the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally,

contemporaneously with the giving thereof to the stockholders.

7.            REISSUANCE

OF WARRANTS.

(a)           Transfer

of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will

forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder

may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total

number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the

Holder representing the right to purchase the number of Warrant Shares not being transferred.

(b)           Lost,

Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction

or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall suffice as such evidence),

and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable

form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder

a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.

for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company,

for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of

Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant

Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional shares of Common Stock

shall be given.

(d)           Issuance

of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant

(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right

to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or

Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the

other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant),

(iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall

have the same rights and conditions as this Warrant.

8.              NOTICES.

Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance

with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of

all actions taken pursuant to this Warrant (other than the issuance of shares of Common Stock upon exercise in accordance with the terms

hereof), including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the

foregoing, the Company will give written notice to the Holder (i) immediately upon each adjustment of the Exercise Price and the

number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s), (ii) at least

fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or

distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities

or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining

rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall

be made known to the public prior to or in conjunction with such notice being provided to the Holder, and (iii) at least ten (10) Trading

Days prior to the consummation of any Fundamental Transaction. To the extent that any notice provided hereunder constitutes, or contains,

material, non-public information regarding the Company or any of its Subsidiaries, the Company shall simultaneously file such notice

with the SEC (as defined in the Securities Purchase Agreement) pursuant to a Current Report on Form 8-K. If the Company or any of

its Subsidiaries provides material non-public information to the Holder that is not simultaneously filed in a Current Report on Form 8-K

and the Holder has not agreed to receive such material non-public information, the Company hereby covenants and agrees that the Holder

shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees,

affiliates or agents with respect to, or a duty to any of the foregoing not to trade on the basis of, such material non-public information.

It is expressly understood and agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive

and may not be disputed or challenged by the Company.

9.             DISCLOSURE.

Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of

this Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public

information relating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business

Day immediately following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form 8-K

or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company

or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt

of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the

Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in the

notice does not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing contained in

this Section 9 shall limit any obligations of the Company, or any rights of the Holder, under Section 4(i) of the Securities

Purchase Agreement.

10.           ABSENCE

OF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Company

and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain

from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an

officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed,

written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by the Company,

may possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information

to any third party.

11.           AMENDMENT

AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant (other than Section 1(f) above and

this Section 11, which may not be amended, modified or waived) may be amended and the Company may take any action herein prohibited,

or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder.

No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

12.           SEVERABILITY.

If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent

jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest

extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity

of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the

original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in

question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization

of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the

prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that

of the prohibited, invalid or unenforceable provision(s).

13.           GOVERNING

LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving

effect to any provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of

the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably waives personal service of process and

consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at the address set forth

in Section 9(f) of the Securities Purchase Agreement and agrees that such service shall constitute good and sufficient service

of process and notice thereof. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting

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

contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any

claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an

inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit

in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude

the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s

obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other

court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST,

A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED

HEREBY.

14.           CONSTRUCTION;

HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against

any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect

the interpretation of, this Warrant. Terms used in this Warrant but defined in the other Transaction Documents shall have the meanings

ascribed to such terms on the Initial Closing Date in such other Transaction Documents unless otherwise consented to in writing by the

Holder.

15.            DISPUTE

RESOLUTION.

(a)           Submission

to Dispute Resolution.

(i)            In

the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Bid Price, Black Scholes Consideration Value, Black

Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without

limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit

the dispute to the other party via facsimile (A) if by the Company, within two (2) Business Days after the occurrence of the

circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving

rise to such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such Exercise Price, such

Closing Sale Price, such Bid Price, such Black Scholes Consideration Value, such Black Scholes Value or such fair market value or such

arithmetic calculation of the number of Warrant Shares (as the case may be), at any time after the second (2nd) Business Day

following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the

case may be), then the Holder may, at its sole option, select an independent, reputable investment bank to resolve such dispute.

(ii)            The

Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance

with the first sentence of this Section 15 and (B) written documentation supporting its position with respect to such dispute,

in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date

on which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in

the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”)

(it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation

by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be

entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with

respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was

delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company

and the Holder or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit

any written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(iii)           The

Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and the Holder

of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses

of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall be final

and binding upon all parties absent manifest error.

(b)           Miscellaneous.

The Company expressly acknowledges and agrees that (i) this Section 15 constitutes an agreement to arbitrate between the Company

and the Holder (and constitutes an arbitration agreement) under the rules then in effect § 7501, et seq. of the New York Civil

Practice Law and Rules (“CPLR”) and that the Holder is authorized to apply for an order to compel arbitration

pursuant to CPLR § 7503(a) in order to compel compliance with this Section 15, (ii) a dispute relating to the Exercise

Price includes, without limitation, disputes as to (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred

under Section 2(b), (B) the consideration per share at which an issuance or deemed issuance of Common Stock occurred, (C) whether

any issuance or sale or deemed issuance or sale of Common Stock was an issuance or sale or deemed issuance or sale of Excluded Securities,

(D) whether an agreement, instrument, security or the like constitutes and Option or Convertible Security and (E) whether a

Dilutive Issuance occurred, (iii) the terms of this Warrant and each other applicable Transaction Document shall serve as the basis

for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby

expressly authorized) to make all findings, determinations and the like that such investment bank determines are required to be made

by such investment bank in connection with its resolution of such dispute (including, without limitation, determining (A) whether

an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 2(b), (B) the consideration per share

at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance or sale of

Common Stock was an issuance or sale or deemed issuance or sale of Excluded Securities, (D) whether an agreement, instrument, security

or the like constitutes and Option or Convertible Security and (E) whether a Dilutive Issuance occurred) and in resolving such dispute

such investment bank shall apply such findings, determinations and the like to the terms of this Warrant and any other applicable Transaction

Documents, (iv) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described in

this Section 15 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures

set forth in this Section 15 and (v) nothing in this Section 15 shall limit the Holder from obtaining any injunctive relief

or other equitable remedies (including, without limitation, with respect to any matters described in this Section 15).

16.           REMEDIES,

CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative

and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including

a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual

and consequential damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder

that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided

for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the

Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).

The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy

at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach,

the holder of this Warrant shall be entitled, in addition to all other available remedies, to specific performance and/or temporary,

preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the

necessity of proving actual damages and without posting a bond or other security. The Company shall provide all information and documentation

to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions

of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares

as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax

or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of

any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.

17.           PAYMENT

OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Warrant is placed in the hands of an attorney for collection

or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under

this Warrant or to enforce the provisions of this Warrant or (b) there occurs any bankruptcy, reorganization, receivership of the

company or other proceedings affecting company creditors’ rights and involving a claim under this Warrant, then the Company shall

pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization,

receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements.

18.            TRANSFER.

This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as may otherwise be required

by Section 2(g) of the Securities Purchase Agreement.

19.            CERTAIN

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

(a)            “1933

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

(b)            “1934

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

Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or

sale (or deemed issuance or sale in accordance with Section 2) of shares of Common Stock (other than rights of the type described

in Section 3 and 4 hereof) that could result in a decrease in the net consideration received by the Company in connection with,

or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

(d)            “Affiliate”

means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control

with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly

or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct

or cause the direction of the management and policies of such Person whether by contract or otherwise.

(e)           “Approved

Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent

to the date hereof pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee,

officer or director for services provided to the Company in their capacity as such.

(f)           “Attribution

Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder

funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the

Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or

any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of

the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated

with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose

of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.

(g)           “Bid

Price” means, for any security as of the particular time of determination, the bid price for such security on the Principal

Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities exchange

or trading market for such security, the bid price of such security on the principal securities exchange or trading market where such

security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply, the bid price

of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg as of such

time of determination, or, if no bid price is reported for such security by Bloomberg as of such time of determination, the average of

the bid prices of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding

to its functions of reporting prices) as of such time of determination. If the Bid Price cannot be calculated for a security as of the

particular time of determination on any of the foregoing bases, the Bid Price of such security as of such time of determination shall

be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon

the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 15. All

such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction

during such period.

(h)           “Black

Scholes Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment Right (as the case

may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV”

function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading

Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option

or Convertible Security (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period

equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance

of such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected

volatility equal to the greater of 100% and the 30 day volatility obtained from the “HVT” function on Bloomberg (determined

utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible

Security or Adjustment Right (as the case may be).

(i)            “Black

Scholes Value” means the value of the unexercised portion of this Warrant remaining on the date of the Holder’s request

pursuant to Section 4(c), which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV”

function on Bloomberg utilizing (i) an underlying price per share equal to the greater of (1) the highest Closing Sale Price

of the Common Stock 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 4(c) and (2) the sum of the price per share being offered in cash in the applicable Fundamental

Transaction (if any) plus the value of the non-cash consideration being offered in the applicable Fundamental Transaction (if any), (ii) a

strike price equal to the Exercise Price in effect on the date of the Holder’s request pursuant to Section 4(c), (iii) a

risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the greater of (1) the remaining term of this

Warrant as of the date of the Holder’s request pursuant to Section 4(c) and (2) the remaining term of this Warrant

as of the date of consummation of the applicable Fundamental Transaction or as of the date of the Holder’s request pursuant to

Section 4(c) if such request is prior to the date of the consummation of the applicable Fundamental Transaction, (iv) a

zero cost of borrow and (v) an expected volatility equal to the greater of 100% and the 30 day volatility obtained from the “HVT”

function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the earliest

to occur of (A) the public disclosure of the applicable Fundamental Transaction and (B) the date of the Holder’s request

pursuant to Section 4(c).

(j)            “Bloomberg”

means Bloomberg, L.P.

(k)           “Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally

are open for use by customers on such day.

(l)            “Certificate

of Designations” has the meaning ascribed to such term in the Securities Purchase Agreement.

(m)          “Closing

Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and

last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market

begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may

be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by

Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing

bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security

is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively,

of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no

closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the

ask prices, respectively, of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency

succeeding to its functions of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security

on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security

on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable

to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 15.

All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations

or other similar transactions during such period.

(n)           “Common

Stock” means (i) the Company’s shares of common stock, $0.001 par value per share, and (ii) any capital stock

into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(o)           “Convertible

Securities” means any stock or other security (other than Options) that is at any time and under any circumstances, directly

or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares

of Common Stock.

(p)           “Eligible

Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or

the Nasdaq Capital Market.

(q)          “Event

Market Price” means, with respect to any Stock Combination Event Date, the lowest VWAP of the Common Stock on any Trading Day

during the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately preceding the sixteenth (16th)

Trading Day after such Stock Combination Event Date (such period, the “Stock Combination Measuring Period”). All such

determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction.

(r)            “Excluded

Securities” means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors, officers

or employees of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan (as defined

above), provided that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options)

after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued

and outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options is not lowered, none of

such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options

are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon

the conversion or exercise, as applicable, of Convertible Securities or Options (other than standard options to purchase Common Stock

issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided

that the conversion price or exercise price, as applicable, of any such Convertible Securities or Options (other than standard options

to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of

such Convertible Securities or Options (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan

that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or

conditions of any such Convertible Securities or Options (other than standard options to purchase Common Stock issued pursuant to an

Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects

any of the Buyers; (iii) the shares of Common Stock issuable upon conversion of the Preferred Shares or otherwise pursuant to the

terms of the Certificate of Designations; provided, that the terms of the Certificate of Designations is not amended, modified or changed

on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription

Date); (iv) the shares of Common Stock issuable upon exercise of the SPA Warrants; provided, that the terms of the SPA Warrant are

not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof

in effect as of the Subscription Date); and (v) shares of Common Stock issued pursuant to the Permitted Equity Line.

(s)           “Expiration

Date” means the date that is the third (3rd) anniversary of the Issuance Date or, if such date falls on a day other than a

Trading Day or on which trading does not take place on the Principal Market (a “Holiday”), the next date that is not

a Holiday.

(t)            “Fundamental

Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,

in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation)

another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties

or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one

or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or

have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted

by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common

Stock calculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities

making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock such

that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange

offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding

shares of Common Stock, or (iv) consummate a stock or share purchase agreement or other business combination (including, without

limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such

Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Common Stock,

(y) at least 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities

making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination

were not outstanding; or (z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial

owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize,

recapitalize or reclassify its Common Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries,

Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate

to be or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether

through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock,

merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization

or reclassification or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented

by issued and outstanding Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding

Common Stock not held by all such Subject Entities as of the date of this Warrant calculated as if any shares of Common Stock held by

all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued

and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect

a statutory short form merger or other transaction requiring other stockholders of the Company to surrender their shares of Common Stock

without approval of the stockholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or

otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction structured in

a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented

in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition

or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction.

(u)           “Group”

means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.

(v)           “Market

Price” means, with respect to any Adjustment Date, the lowest Closing Bid Price of the Common Stock on any Trading Day during

the five (5) Trading Day period ended on, and including, the Trading Day ended immediately prior to such applicable Adjustment Date

(each, a “Market Price Measuring Period”). All such determinations to be appropriately adjusted for any stock dividend,

stock split, stock combination, reclassification or similar transaction.

(w)          “Options”

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

(x)           “Parent

Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or

equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the

Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(y)           “Person”

means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,

any other entity or a government or any department or agency thereof.

(z)            “Preferred

Shares” has the meaning ascribed to such term in the Securities Purchase Agreement and shall include all shares of preferred

stock issued in exchange therefor or replacement thereof.

(aa)         “Principal

Market” means the Nasdaq Global Market.

(bb)        “Registration

Rights Agreement” means that certain registration rights agreement, dated as of the Initial Closing Date, by and among the

Company and the initial holders of the Preferred Shares relating to, among other things, the registration of the resale of the Common

Stock issuable upon conversion of the Preferred Shares or otherwise pursuant to the terms of the Certificate of Designations and exercise

of the SPA Warrants, as may be amended from time to time.

(cc)         “SEC”

means the United States Securities and Exchange Commission or the successor thereto.

(dd)        “Subject

Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(ee)         “Successor

Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental

Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been

entered into.

(ff)          “Trading

Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock,

any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market

for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided

that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for

less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market

(or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the

hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with

respect to all determinations other than price or trading volume determinations relating to the Common Stock, any day on which The New

York Stock Exchange (or any successor thereto) is open for trading of securities.

(gg)        “VWAP”

means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the

Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market

on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,

as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does

not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board

for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,

or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest

closing bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market

(or a similar organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such security

on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined

by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such

dispute shall be resolved in accordance with the procedures in Section 15. All such determinations shall be appropriately adjusted

for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

[signature page follows]

WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date

set out above.

SMARTKEM, Inc.

By:

Name:

Title:

EXHIBIT A

EXERCISE

NOTICE

BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK

SMARTKEM, INC.

The undersigned holder hereby

elects to exercise the Warrant to Purchase Common Stock No. _______ (the “Warrant”) of SMARTKEM, Inc., a

Delaware corporation (the “Company”) as specified below. Capitalized terms used herein and not otherwise defined shall

have the respective meanings set forth in the Warrant.

1.            Form of

Exercise Price. The Holder intends that payment of the Aggregate Exercise Price shall be made as:

¨ a

“Cash Exercise” with respect to _________________ Warrant Shares; and/or

¨ a

“Cashless Exercise” with respect to _______________ Warrant Shares.

In the event that the Holder

has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder hereby represents

and warrants that (i) this Exercise Notice was executed by the Holder at __________ [a.m.][p.m.] on the date set forth below and

(ii) if applicable, the Bid Price as of such time of execution of this Exercise Notice was $________.

2.            Payment

of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to

be issued pursuant hereto, the Holder shall pay the Aggregate Exercise Price in the sum of $___________________

to the Company in accordance with the terms of the Warrant.

3.            Delivery

of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of

Common Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its

benefit, as follows:

¨           Check

here if requesting delivery as a certificate to the following name and to the following address:

Issue

to:

¨ Check

here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

DTC

Participant:

DTC

Number:

Account

Number:

Date: _____________ __,

Name of Registered Holder

By:

Name:

Title:

Tax ID:

Facsimile:

E-mail Address:

EXHIBIT B

ACKNOWLEDGMENT

The

Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number

of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged

and agreed to by _______________.

SMARTKEM, Inc.

By:

Name:

Title:

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Entity Central Index Key

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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