Form 8-K

8-K — GridAI Technologies Corp.

Accession: 0001104659-26-061136

Filed: 2026-05-14

Period: 2026-05-08

CIK: 0001604191

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — tm2614570d1_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2614570d1_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2614570d1_ex4-2.htm)

EX-4.3 — EXHIBIT 4.3 (tm2614570d1_ex4-3.htm)

EX-10.1 — EXHIBIT 10.1 (tm2614570d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2614570d1_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2614570d1_ex10-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2614570d1_8k.htm · Sequence: 1

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0001604191

2026-05-08

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

May 8, 2026

GridAI Technologies Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-37853

46-4993860

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

433 Plaza Real, Suite 275

Boca Raton, Florida

33432

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (561) 589-7020

Not Applicable

(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 each exchange on which

registered

Common Stock, par value $0.0001 per share

GRDX

Nasdaq Capital Market

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 ¨

If an emerging growth company, indicate by check

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

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

Item 1.01. Entry Into a Material Definitive

Agreement

$2.54 million Financing

On May 8, 2026, May 11,

2026 and May 12, 2026, GridAI Technologies Corp. (the “Company”) entered into securities purchase agreements (the “Purchase

Agreements”) with purchasers identified therein (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”)

pursuant to which the Company agreed to sell to the Purchasers in private placements an aggregate of (i) 74,000 shares of common stock,

(ii) pre-funded warrants to purchase up to an aggregate of 1,196,001 shares of common stock (the “Pre-Funded Warrants”) and

(iii) common stock purchase warrants to purchase up to an aggregate of 1,270,001 shares of common stock (the “Common Warrants”)

for gross proceeds to the Company of approximately $2,540,000. The combined purchase price for one share of common stock or Pre-Funded

Warrant in lieu of share of common stock and one Common Warrants is $2.00.

The Company intends to use

the net proceeds for general corporate purposes, including working capital, and repayment of certain outstanding liabilities. The closing

will occur on May 18, 2026, subject to the satisfaction of customary closing conditions.

All Pre-Funded Warrants

have an exercise price of $0.00001 per share, subject to adjustment and no expiration date. The Pre-Funded Warrants will be exercisable

immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

The Common Warrants are

exercisable six months after the issuance date and expire five years from the earlier of the effective date of the Registration Statement

or the date that the common stock underlying the Pre-Funded Warrants and Common Warrants can be resold without restriction or limitation

pursuant to Rule 144. The Common Warrants issuable pursuant to the Purchase Agreement dated May 8, 2026 have an exercise price of $2.56

per share, the Common Warrants issuable pursuant to the Purchase Agreement dated May 11, 2026 have an exercise price of $2.74 per share

and the Common Warrants issuable pursuant to the Purchase Agreement dated May 12, 2026 have an exercise price of $2.89 per share, all

subject to adjustment as set forth in the Common Warrants for stock splits, stock dividends, recapitalizations and similar customary adjustments.

The Purchasers may exercise the Common Warrants on a cashless basis if the shares of common stock underlying the Common Warrants are not

then registered pursuant to an effective registration statement. Certain Purchasers have contractually agreed to restrict its ability

to exercise the Common Warrant such that the number of shares of the Company’s common stock held by the Purchaser and its affiliates

after such exercise does not exceed the Beneficial Ownership Limitation set forth in the Common Warrant which may not exceed 4.99% (or,

upon election by a Purchaser prior to the issuance of any Common Warrants, 9.99%) of the Company’s then issued and outstanding shares

of common stock.

In connection with the Purchase

Agreement, the Company entered into registration rights agreements (the “Registration Rights Agreements”) with the Purchasers.

Pursuant to the Registration Rights Agreements, the Company will be required to file a resale registration statement (the "Registration

Statement") with the Securities and Exchange Commission to register for resale the shares issuable upon exercise of the Pre-Funded

Warrants and the shares issuable upon exercise of the Common Warrants within 15 days after the closing of the transactions contemplated

by the Purchase Agreements, and to have such Registration Statement declared effective as promptly as possible after its filing.

The foregoing descriptions

of the Purchase Agreements, Pre-Funded Warrants, Common Warrants, and Registration Rights Agreements described herein are subject to,

and qualified in their entirety by, such documents, which are filed as Exhibit 10.1, 4.1, 4.2, and 10.2 to this Current Report on Form

8-K and incorporated herein by reference.

$5.25 million Financining

On May 11, 2026, the Company

entered into a securities purchase agreement (the “Additional Purchase Agreement”) with the purchasers identified therein

(each such purchaser, a “Purchaser” and, collectively, the “Purchasers”) pursuant to which the Company will sell

to the Purchasers in private placements an aggregate of (i) 87,260 shares of common stock, (ii) pre-funded warrants to purchase up to

an aggregate of 1,745,199 shares of common stock (the “Pre-Funded Warrants”) and (iii) common stock purchase warrants to purchase

up to an aggregate of 1,832,459 shares of common stock (the “Common Warrants”) for gross proceeds to the Company of approximately

$5,250,000. The combined purchase price for one share of common stock or Pre-Funded Warrant in lieu of share of common stock and one Common

Warrants is $2.865.

The Company intends to use

the net proceeds for general corporate purposes, including working capital, and repayment of certain outstanding liabilities. The closing

will occur on May 18, 2026, subject to the satisfaction of customary closing conditions. $20% of the gross proceeds will be paid to the

Company at closing. The remaining 80% of the proceeds will be paid prior to the declaration by the Securities and Exhange Commission (the

“SEC”) that the Registration Statement (defined below) is effective.

The Pre-Funded Warrants

have an exercise price of $0.00001 per share, subject to adjustment and no expiration date. The Pre-Funded Warrants will be exercisable

immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

The Common Warrants are

exercisable immediately and expire five years from the earlier of the effective date of the Registration Statement or the date that the

common stock underlying the Pre-Funded Warrants and Common Warrants can be resold without restriction or limitation pursuant to Rule 144.

The Common Warrants have an exercise price of $2.865 per share, subject to adjustment as set forth in the Common Warrants for stock splits,

stock dividends, recapitalizations and similar customary adjustments. The Purchasers may exercise the Common Warrants on a cashless basis

if the shares of common stock underlying the Common Warrants are not then registered pursuant to an effective registration statement.

In connection with the Additional

Purchase Agreement, the Company entered into registration rights agreements (the “Registration Rights Agreements”) with the

Purchasers. Pursuant to the Registration Rights Agreements, the Company will be required to file a resale registration statement (the

"Registration Statement") with the SEC to register for resale the shares issued under the Additional Purchase Agreement, the

shares issuable upon exercise of the Pre-Funded Warrants and the shares issuable upon exercise of the Common Warrants, within 15 days

after the closing of the transactions contemplated by the Additional Purchase Agreement, and to have such Registration Statement declared

effective as promptly as possible after its filing.

The foregoing descriptions

of the Additional Purchase Agreement, Pre-Funded Warrants, Warrants, and Registration Rights Agreements described herein are subject to,

and qualified in their entirety by, such documents, which are filed as Exhibit 10.3, 4.1, 4.3 and 10.2 to this Current Report on Form

8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure under Item

1.01 above is incorporated herein by reference. In connection with the issuance of the securities described in Item 1.01, the Company

relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not

involving a public offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

4.1

Form of Pre-Funded Warrant

4.2

Form of Warrant

4.3

Form of Warrant

10.1

Form of Securities Purchase Agreement

10.2

Form of Registration Rights Agreement

10.3

Form of Securities Purchase Agreement

104

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

SIGNATURES

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.

GridAI Technologies Corp.

May 14, 2026

By:

/s/ Jason D. Sawyer

Name:

Jason D. Sawyer

Title:

Chief Executive Officer

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2614570d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

NEITHER THIS SECURITY

NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES

COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES

ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT

AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE

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

PIPE PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK

GRIDAI TECHNOLOGIES CORP.

Warrant Shares: [_]

Initial Exercise Date: [_], 2026

Issuance Date: [_], 2026

THIS PRE-FUNDED WARRANT

TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [__] or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time until this

Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from GridAI Technologies

Corp., a Delaware corporation (the “Company”), up to [__] shares (as subject to adjustment hereunder, the “Warrant

Shares”) of Common Stock. Subject to the provisions of Section 2.3, the purchase price of one (1) share of Common

Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.

1. Definitions. In addition to the terms defined elsewhere in this Warrant or in the Securities

Purchase Agreement dated [_], 2026 by and among the Company and the investors (the “Purchasers”) referred to

therein (the “Securities Purchase Agreement”), the following terms have the meanings indicated in this Section 1:

1.1.            “Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

1.2.            “Bid

Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common

Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding

date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from

9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB® Venture Market or OTCQX®

Best Market is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices

for the Common Stock are then reported on the OTC Markets Group Inc. (or a similar organization or agency succeeding to its functions

of reporting prices), the most recent bid price per share of Common Stock so reported, or (d) in all other cases, the fair market

value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest

of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

1.3.            “Board

of Directors” means the board of directors of the Company.

1.4.            “Business

Day” means a Calendar Day other than a Saturday, Sunday or any other Calendar Day which is a federal legal holiday in the

United States or any Calendar Day on which the commercial banks in the City of New York are required by law or other governmental action

to close, provided that the commercial banks in the City of New York shall not be deemed to be required to be closed due to a “stay

at home,” “shelter in place,” “non-essential employee” or 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 Calendar Day.

1.5.            “Calendar

Day” means each and every day of the week (Sunday, Monday, Tuesday, Wednesday, Thursday, Friday and Saturday).

1.6.            “Commission”

means the United States Securities and Exchange Commission.

1.7.            “Common

Stock” means the common stock of the Company, $0.0001 par value per share, and any other class of securities into which

such securities may hereafter be reclassified or changed.

1.8.            “Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

1.9.            “Exchange

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

1.10.          “Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

1.11.          “Securities

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

1.12.          “Subsidiary”

means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed

or acquired after the date hereof.

1.13.          “Trading

Day” means a Calendar Day on which the principal Trading Market is open for trading.

1.14.          “Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the

date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York

Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

1.15.          “Transaction

Documents” means the Securities Purchase Agreement, these Warrants, such other Warrants as contemplated in the Securities

Purchase Agreement, the Registration Rights Agreement, and all exhibits and schedules thereto and hereto and any other documents or agreements

executed in connection with the transactions contemplated hereunder.

1.16.           “Transfer

Agent” means Colonial Stock Transfer, the current transfer agent of the Company, with a mailing address of 66 Exchange Place,

1st Floor, Salt Lake City, Utah 84111, and any successor transfer agent of the Company.

1.17.          “VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed

or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume

weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if

the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the

OTC Markets Group Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price

per share of Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined

by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably

acceptable to the Company, the fees and expenses of which shall be paid by the Company.

1.18.          “Warrants”

means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Securities Purchase Agreement.

2. Exercise.

2.1.            Exercise

of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times

on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted

by e-mail (or e-mail attachment) of the Notice of Exercise substantially in the form attached hereto as Exhibit 2.1 (the “Notice

of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising

the Standard Settlement Period (as defined in Section 2.5.1 herein) following the date of exercise as aforesaid, the Holder shall

deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s

check drawn on a United States bank unless the cashless exercise procedure specified in Section 2.3 below is specified in the applicable

Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee

or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required

to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the

Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three

(3) Trading Days after the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant

resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding

number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and

the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver

any objection to any Notice of Exercise within one (1) Trading Day after receipt of such notice. The Holder and any assignee,

by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a

portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than

the amount stated on the face hereof.

2.2.            Exercise

Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.00001 per Warrant Share, subject

to adjustment hereunder (such nominal exercise price, the “Exercise Price”), was pre-funded to the Company on

or prior to the Initial Exercise Date and, consequently, no additional consideration (other than such Exercise Price) shall be required

to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refund

of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any reason whatsoever. The remaining unpaid

exercise price per Warrant Share is $0.00001.

2.3.            Cashless

Exercise. This Warrant may also be exercised, in whole or in part, by means of a “cashless exercise” in which the

Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =     as

applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of

Exercise is (1) delivered pursuant to Section 2.1 hereof on a Calendar Day that is not a Trading Day or (2) delivered pursuant

to Section 2.1 hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of

Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the

VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the highest Bid Price of the Common

Stock on the principal Trading Market as reported by Bloomberg L.P. within two (2) hours of the Holder’s delivery of the Notice

of Exercise pursuant to Section 2.1 hereof if such Notice of Exercise is delivered during “regular trading hours,” or

within two (2) hours after the close of “regular trading hours” on a Trading Day or (iii) the VWAP on the date of

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

to Section 2.1 hereof two (2) or more hours following the close of “regular trading hours” on such Trading Day;

(B) =       the

Exercise Price of this Warrant, as adjusted hereunder; and

(X) =      the

number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise

were by means of a cash exercise rather than a cashless exercise.

2.4.            Holding

Period for Cashless Exercise. If Warrant Shares are issued in a cashless exercise, the parties acknowledge and agree that in accordance

with Section 3(a)(9) of the Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding

period of this Warrant. Without limiting any other provision in the Transaction Documents, assuming (i) the Holder is not an Affiliate

of the Company, and (ii) all of the applicable conditions of Rule 144 promulgated under the Securities Act with respect to Holder

and the Warrant Shares are met in the case of such a cashless exercise, the Company agrees that the Company will cause the removal of

the legend from such Warrant Shares (including by delivering an opinion of Sichenzia Ross Ference Carmel LLP to the Company’s transfer

agent at its own expense to ensure the foregoing), and the Company agrees that the Holder is under no obligation to sell the Warrant Shares

issuable upon the exercise of the Warrant prior to removing the legend. The Company agrees not to take any position contrary to this Section 2.4.

2.5.            Mechanics

of Exercise.

2.5.1.            Delivery

of Warrant Shares upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer

Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company

through its Deposit and Withdrawal at Custodian service (“DWAC”) if the Company is then a participant in such

system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of

the Warrant Shares by Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations

pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate or by electronic

delivery (at the election of the Holder), for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to

the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading Day after

the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period

after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”).

Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of

the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares,

provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of

(i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery

of the Notice of Exercise. Notwithstanding anything herein to the contrary, upon delivery of the Notice of Exercise, the Holder shall

immediately be deemed for purposes of Regulation SHO under the Exchange Act to have become the holder of the Warrant Shares irrespective

of the date of delivery of the Warrant Shares. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject

to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not

as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable

Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day after the Warrant Share Delivery

Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.

The Company agrees to maintain a Transfer Agent that is a participant in the FAST program so long as this Warrant remains outstanding

and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed

in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of

delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior

to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of

the Securities Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New

York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder,

provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share

Delivery Date.

2.5.2.           Delivery

of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder

and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing

the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects

be identical with this Warrant.

2.5.3.            Rescission

Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2.5.1

by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

2.5.4.           Compensation

for Buy-In on Failure to Timely Deliver Warrant Shares upon Exercise. In addition to any other rights available to the Holder,

if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2.5.1

above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker

to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock

to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a

“Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the

Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the

amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection

with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and

(B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such

exercise was not honored and return any amount received by the Company in respect of the Exercise Price for those Warrant Shares (in which

case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued

had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock

having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate

sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company

shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the

Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s

right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific

performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise

of the Warrant as required pursuant to the terms hereof.

2.5.5.           No

Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of

this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,

at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the

Exercise Price or round up to the next whole share.

2.5.6.           Charges,

Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other

incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and

such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when

surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit 2.5.6 duly executed by

the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental

thereto. The Company shall pay all Transfer Agent fees required for same-Trading Day processing of any Notice of Exercise and all fees

to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-Trading Day

electronic delivery of the Warrant Shares.

2.5.7.           Closing

of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this

Warrant, pursuant to the terms hereof.

2.6.            Holder’s

Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise

any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise

as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting

as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant

beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised

or unconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject

to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its

Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2.6, beneficial ownership

shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,

it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of

the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that

the limitation contained in this Section 2.6 applies, the determination of whether this Warrant is exercisable (in relation to other

securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable

shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination

of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution

Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company

shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status

as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations

promulgated thereunder. For purposes of this Section 2.6, in determining the number of outstanding shares of Common Stock, a Holder

may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual

report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent

written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or

oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of

shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving

effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution

Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership

Limitation” shall be 4.9% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance

of shares of Common Stock issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented

in a manner otherwise than in strict conformity with the terms of this Section 2.6 to correct this paragraph (or any portion hereof)

which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements

necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor

holder of this Warrant.

3. Certain Adjustments.

3.1.            Stock

Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise

makes a distribution or distributions on shares of Common Stock or any other equity or equity equivalent securities payable in shares

of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way

of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of

shares of Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction

of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before

such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the

number of Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this

Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3.1 shall become effective immediately after the record

date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after

the effective date in the case of a subdivision, combination or re-classification.

3.2.            Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 3.1 above, if at any time the Company grants, issues

or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to all (or substantially

all) of the record holders of any class of shares 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

on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is

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

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

that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership

Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such

shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance

for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

3.3.            Pro

Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other

distribution of its assets (or rights to acquire its assets) to all (or substantially all) holders of shares of Common Stock, by way of

return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options

by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial

Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the

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

however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding

the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the

beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution

shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder

exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised at the

time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has

exercised this Warrant.

3.4.            Fundamental

Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related

transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary,

directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially

all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange

offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender

or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding

Common Stock or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in

one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory

share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or

(v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other

business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with

another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding shares of Common Stock or

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

upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been

issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without

regard to any limitation in Section 2.6 on the exercise of this Warrant), the number of shares of Common Stock of the successor or

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

Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock

for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2.6

on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted

to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock

in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable

manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given

any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same

choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company

shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)

to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the

provisions of this Section 3.4 pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved

by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to 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 that is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its

parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (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 prior to such

Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price

being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction),

and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the

Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation

of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company”

shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity

or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the

Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other

Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had

been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3.4

regardless of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or

(ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

3.5.            Calculations.

All calculations under this Section 3 shall be made to the nearest fraction of a cent as in the initial Exercise Price or the nearest

1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued

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

and outstanding.

3.6.            Notice

to Holder.

3.6.1.            Adjustment

to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall

promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to

the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

3.6.2.            Notice

to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on

the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of

capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection

with any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party,

any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted

into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation

or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its

last email address as it shall appear upon the Warrant Register of the Company, at least twenty (20) Calendar Days prior to the applicable

record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of

such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the

Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the

date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close,

and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of Common

Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange;

provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the

corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains,

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

the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period

commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set

forth herein.

4. Transfer of Warrant.

4.1.            Transferability.

Subject to compliance with any applicable securities laws and the conditions set forth in Section 4.4 hereof, this Warrant and all

rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this

Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially

in the form attached hereto as Exhibit 2.5.6 duly executed by the Holder or its agent or attorney and funds sufficient to

pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall

execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations

specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so

assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required

to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall

surrender this Warrant to the Company within three (3) Trading Days after the date on which the Holder delivers an assignment form

to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder

for the purchase of Warrant Shares without having a new Warrant issued.

4.2.            New

Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the

Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder

or its agent or attorney. Subject to compliance with Section 4.1, as to any transfer which may be involved in such division or combination,

the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance

with such notice. All Warrants issued on transfers or exchanges shall be dated the initial Issuance Date of this Warrant and shall be

identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

4.3.            Warrant

Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant

Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder

of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other

purposes, absent actual notice to the contrary.

4.4.            Transfer

Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of

this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under

applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current

public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that (x) the

transferor (other than in connection with a transfer to an Affiliate of the transferor) provide to the Company an opinion of counsel to

the effect that such transfer does not require registration of such transferred Warrant under the Securities Act and (y) that the

transferee agree in writing to be bound by the terms of the Securities Purchase Agreement and Registration Rights Agreement, with all

the rights and obligations of a Purchaser under such agreements.

4.5.            Representation

by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise

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

reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant

to sales registered or exempted under the Securities Act.

5. Miscellaneous.

5.1.            No

Rights as Stockholder until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends

or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2.5.1, except as expressly set

forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant

to Section 2.3 or to receive cash payments pursuant to Section 2.5.1 and Section 2.5.4 herein, in no event shall the Company

be required to net cash settle an exercise of this Warrant.

5.2.            Loss,

Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory

to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include

the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make

and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

5.3.            Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Trading Day, then such action may be taken, or such right may be exercised, on the next succeeding Trading

Day.

5.4.            Authorized

Shares.

5.4.1.            Reservation

of Authorized and Unissued Shares. The Company covenants that, while the Warrant is outstanding, it will reserve from its authorized

and unissued Common Stock a sufficient number of shares of Common Stock to provide for the issuance of the Warrant Shares upon the exercise

of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority

to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this

Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided

herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock

may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented

by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance

herewith, be duly authorized, validly issued, fully paid and nonassessable (which means that no further sums are required to be paid by

the holders thereof in connection with the issue thereof) and free from all taxes, liens and charges created by the Company in respect

of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). If the Company does not

have a sufficient number of authorized and unissued shares of Common Stock available to honor the exercise of Warrants, the Company shall

allocate the available number of Warrant Shares on a pro rata basis among all Holders exercising Warrants, until such time as the Company

has a sufficient number of authorized Common Stock to issue all Warrant Shares in full.

5.4.2.            Noncircumvention.

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,

amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue

or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this

Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may

be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality

of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such

exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that

the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use

commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction

thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

5.4.3.            Authorizations,

Exemptions and Consents. Before taking any action that would result in an adjustment in the number of Warrant Shares for which

this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents

thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

5.5.            Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by

and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts

of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, stockholders,

partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Wilmington.

Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of Wilmington,

Count of New Castle for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby

or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not

personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue

for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such

suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)

to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient

service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant,

the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees

and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding

the foregoing, nothing in this paragraph shall limit or restrict the federal district court in which a Holder may bring a claim under

the federal securities laws.

5.6.            Restrictions.

The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not

utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

5.7.            Nonwaiver

and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate

as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. No provision of this Warrant shall be

construed as a waiver by the Holder of any rights which the Holder may have under the federal securities laws and the rules and regulations

of the Commission thereunder. Without limiting any other provision of this Warrant or the Securities Purchase Agreement, if the Company

willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company

shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable

attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto

or in otherwise enforcing any of its rights, powers or remedies hereunder.

5.8.            Notices.

Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice

of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service, addressed

to the Company, at 433 Plaza Real, Suite 275, Boca Raton, Florida 33432, Attention: Jason Sawyer, Chief Executive Officer, email

address: jason@accessalternative.com, or such other email address or address as the Company may specify for such purposes by notice to

the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and

delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail address

or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed

given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the

e-mail address set forth in this Section 5.8 prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading

Day after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section 5.8

on a Calendar Day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second

Trading Day following the date of transmittal, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual

receipt by the party to whom such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains,

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

Commission pursuant to a Current Report on Form 8-K.

5.9.            Limitation

of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase

Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for

the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors

of the Company.

5.10.          Remedies.

The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific

performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss

incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any

action for specific performance that a remedy at law would be adequate.

5.11.         Successors

and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to

the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.

The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable

by the Holder or holder of Warrant Shares.

5.12.         Amendment.

This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and

a majority-in-interest of Holders of the Warrants, on the other hand.

5.13.         Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,

but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the

extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

5.14.         Headings.

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

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

[GRDX Investor PIPE Pre-Funded Warrant Signature

Page Follows]

[GRDX Investor PIPE Pre-Funded Warrant Signature

Page]

IN WITNESS WHEREOF, the Company

has caused this PIPE Pre-Funded Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

GRIDAI TECHNOLOGIES CORP.

By:

Name:

Jason D. Sawyer

Its:

Chief Executive Officer

Exhibit 2.1

NOTICE OF EXERCISE

To:         GRIDAI

TECHNOLOGIES CORP.

(1)            The

undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised

in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)             Payment

shall take the form of (check applicable box):

¨    in

lawful money of the United States.

¨   if permitted the

cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 2.3, to exercise

this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in

Section 2.3.

(3)            Please

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

_______________________________

The Warrant Shares shall be

delivered to the following DWAC Account Number:

_______________________________

(4)            The

undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[GRDX Investor PIPE Pre-Funded Warrant Exercise

Notice – Investor Signature Page]

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

Exhibit 2.5.6

ASSIGNMENT FORM

(To assign the foregoing Warrant,

execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares of Common Stock.)

FOR VALUE RECEIVED, the foregoing

Warrant and all rights evidenced thereby are hereby assigned to

Name:

Address:

Phone Number:

Email Address:

Date:

Holder’s Signature:

Holder’s Address:

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2614570d1_ex4-2.htm · Sequence: 3

Exhibit 4.2

NEITHER THIS SECURITY NOR THE SECURITIES

FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION

OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR

PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND

IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE

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

PIPE COMMON WARRANT TO PURCHASE COMMON STOCK

GRIDAI TECHNOLOGIES CORP.

Warrant

Shares: [●]

Initial

Exercise Date: [●], 20261

Issuance Date: [●], 2026

THIS WARRANT TO PURCHASE

COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on the sixty (60) month anniversary of the Release Date

(the “Termination Date”) but not thereafter, to subscribe for and purchase from GridAI Technologies Corp.,

a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant

Shares”) of Common Stock. Subject to the provisions of Section 2.3, the purchase price of one (1) share of Common

Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.

1. Definitions. In addition to the

terms defined elsewhere in this Warrant or in the Securities Purchase Agreement dated [__],

2026 by and among the Company and the investors (the “Purchasers”)

referred to therein (the “Securities Purchase Agreement”), the

following terms have the meanings indicated in this Section 1:

1.1.          “Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

1 To be 6 months after the Issuance Date.

1.2.          “Bid

Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common

Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding

date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day

from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB® Venture Market or

OTCQX® Best Market is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the

nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB

or OTCQX and if prices for the Common Stock are then reported on the OTC Markets Group Inc. (or a similar organization or agency succeeding

to its functions of reporting prices), the most recent bid price per share of Common Stock so reported, or (d) in all other cases,

the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a

majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall

be paid by the Company.

1.3.          “Board

of Directors” means the board of directors of the Company.

1.4.          “Business

Day” means a Calendar Day other than a Saturday, Sunday or any other Calendar Day which is a federal legal holiday in the

United States or any Calendar Day on which the commercial banks in the City of New York are required by law or other governmental action

to close, provided that the commercial banks in the City of New York shall not be deemed to be required to be closed due to a “stay

at home,” “shelter in place,” “non-essential employee” or 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 Calendar Day.

1.5.          “Calendar

Day” means each and every day of the week (Sunday, Monday, Tuesday, Wednesday, Thursday, Friday and Saturday).

1.6.          “Commission”

means the United States Securities and Exchange Commission.

1.7.          “Common

Stock” means the common stock of the Company, $0.0001 par value per share, and any other class of securities into which

such securities may hereafter be reclassified or changed.

1.8.          “Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

1.9.          “Exchange

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

1.10.        “Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

1.11.        “Release

Date” means the earlier of (i) the Resale Effective Date or (ii) the date that the Securities can be sold, assigned

or transferred without restriction or limitation pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended

(or a successor rule thereto).

1.12.        “Resale

Effective Date” means the earliest of the date that (a) one or more Resale Registration Statements registering for

resale all Shares and Warrant Shares have been declared effective by the Commission, (b) all of the Shares and Warrant Shares have

been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance

with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, (c) following

the one year anniversary of the Closing Date provided that the applicable holder of Shares and Warrant Shares is not an Affiliate of

the Company, or (d) all of the Shares and Warrant Shares may be sold pursuant to an exemption from registration under Section 4(a)(1) of

the Securities Act without volume or manner-of-sale restrictions and Sichenzia Ross Ference Carmel LLP has delivered to such holders

a standing written unqualified opinion that resales may then be made by such holders of the Shares and Warrant Shares pursuant to such

exemption which opinion shall be in form and substance reasonably acceptable to such holders.

1.13.        “Securities

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

1.14.        “Subsidiary”

means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed

or acquired after the date hereof.

1.15.        “Trading

Day” means a Calendar Day on which the principal Trading Market is open for trading.

1.16.        “Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the

date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York

Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

1.17.        “Transaction

Documents” means the Securities Purchase Agreement, these Warrants, such other Warrants as contemplated in the Securities

Purchase Agreement, the Registration Rights Agreement and all exhibits and schedules thereto and hereto and any other documents or agreements

executed in connection with the transactions contemplated hereunder.

1.18.        “Transfer

Agent” means Colonial Stock Transfer, the current transfer agent of the Company, with a mailing address of 66 Exchange

Place, 1st Floor, Salt Lake City, Utah 84111, and any successor transfer agent of the Company.

1.19.        “VWAP”