Form 8-K

8-K — Glucotrack, Inc.

Accession: 0001493152-26-036218

Filed: 2026-08-05

Period: 2026-08-04

CIK: 0001506983

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-4.2 (ex4-2.htm)

EX-4.3 (ex4-3.htm)

EX-4.4 (ex4-4.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001506983

2026-08-04

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 4, 2026

GLUCOTRACK,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41141

98-0668934

(State

or Other Jurisdiction

(Commission

(IRS

Employer

Incorporation)

File

Number)

Identification

No.)

301

Rte. 17 North, Ste. 800, Rutherford, NJ

07070

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (201) 842-7715

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 (see General Instruction A.2. below):

☐

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

GCTK

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §

230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging

growth company ☐

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.

August 4, 2026, Glucotrack, Inc. (the “Company”) entered into a series of definitive agreements providing for (i) a follow-on

investment in the Company’s existing bridge financing (the “Bridge Follow-On”) and (ii) an interim private placement

(the “Interim PIPE” and, together with the Bridge Follow-On, the “Follow-On Financing”). This section describes

the material provisions of the Follow-On Financing but does not purport to describe all of the terms thereof. The following summary is

qualified in its entirety by reference to the complete text of the agreements, copies of which are filed as exhibits to this Current

Report on Form 8-K. Unless otherwise defined herein, capitalized terms used below have the meanings ascribed to them in the applicable

Follow-On Financing agreements.

previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)

on July 15, 2026, on July 14, 2026, the Company entered into a Securities Purchase Agreement (the “Existing SPA”) with certain

investors (the “Existing Bridge Investors”) pursuant to which the Company issued to the Existing Bridge Investors senior

secured convertible promissory notes (the “Bridge Notes”) and common stock purchase warrants (the “Bridge Warrants”)

for gross proceeds of approximately $4.45 million (such transactions, the “Bridge Financing”). In connection with the Bridge

Financing, the Company also entered into a related Security Agreement (the “Security Agreement,” and together with the Existing

SPA, the Bridge Notes, the Bridge Warrants and any other documents or agreements executed or delivered in connection therewith, the “Bridge

Documents”).

Bridge

Follow-On

August 4, 2026, certain investors (collectively, the “New Investors”) entered into a joinder to participate in the Bridge

Financing. Pursuant to the joinder, the New Investors joined the Existing SPA and the Security Agreement and agreed to invest an aggregate

of $3,500,000 in the Bridge Follow-On, in exchange for the issuance of Follow-On Bridge Notes and Follow-On Bridge Warrants (each as

defined below). The Existing Bridge Investors constituting the Requisite Holders (as defined in the Existing SPA) consented to the Bridge

Follow-On and the Interim PIPE, and waived all applicable provisions of the Bridge Documents (and any other documents to which they and

the Company are party) otherwise triggered or affected by the Follow-On Financing.

Follow-On

Bridge Notes

August 4, 2026, the Company issued to the New Investors senior secured convertible promissory notes in substantially identical form to

the Bridge Notes (the “Follow-On Bridge Notes”) in the aggregate principal amount of $3,500,000, with an aggregate face amount

of $4,487,179, reflecting a 22% original issue discount. The Follow-On Bridge Notes bear interest at the rate of 8% per annum on the

outstanding principal amount and mature nine (9) months from July 14, 2026. Following the occurrence of any Event of Default (as

defined in the Follow-On Bridge Notes), the outstanding principal amount, together with any past due and unpaid interest, will bear interest

at a rate of 18% per annum until paid in full. The Follow-On Bridge Notes are secured by a first-priority security interest in the assets

of the Company and its subsidiaries (excluding the Operating Sub Assets (as defined in the Existing SPA)) on the same basis as the Bridge

Notes under the Security Agreement.

The

Follow-On Bridge Notes are not convertible until the Company obtains stockholder approval of the issuance of the underlying common stock,

par value $0.001 per share (“Common Stock”), in accordance with Nasdaq Listing Rule 5635(d) (the “Stockholder Approval”).

Following Stockholder Approval, the Follow-On Bridge Notes are convertible, in whole or in part, at any time on or after the issuance

date, at a conversion price equal to the lower of (i) the Nasdaq Minimum Price (as defined in the Existing SPA) and (ii) 80% of the lowest

daily volume weighted average price of the Common Stock during the fifteen (15) trading days immediately preceding the applicable conversion

notice, subject in each case to a floor price equal to 20% of the Nasdaq Minimum Price. The conversion price and floor price are subject

to customary adjustment for stock splits, stock dividends, reclassifications, dilutive issuances, share combination events, and reorganization

or change of control transactions.

Follow-On

Bridge Warrants

August 4, 2026, the Company also issued to the New Investors Common Stock purchase warrants in substantially identical form to the Bridge

Warrants (the “Follow-On Bridge Warrants”) exercisable for a number of shares of Common Stock equal to 125% of the aggregate

principal amount of the Follow-On Bridge Notes divided by the exercise price (i.e., $4,375,000 divided by the exercise price). The Follow-On

Bridge Warrants are not exercisable until the Company obtains the Stockholder Approval. Following the Stockholder Approval, the Follow-On

Bridge Warrants are exercisable for a period of five (5) years from the date of issuance and have an exercise price per share equal to

$35,000,000 divided by the number of outstanding shares of Common Stock, subject to a floor price equal to 20% of the Nasdaq Minimum

Price. Subject to the Stockholder Approval, the floor price is subject to reset if the volume-weighted average price of the Common Stock

is below the floor price for ten (10) consecutive trading days.

The

Bridge Financing Documents (as defined in the Company’s Current Report on Form 8-K filed with the SEC on July 15, 2026), including

the Existing SPA, the Bridge Notes, the Bridge Warrants and the Security Agreement, otherwise continue in full force and effect, as amended

and supplemented by the Follow-On Bridge Notes and the Follow-On Bridge Warrants.

Copies

of the form of Follow-On Bridge Note and the form of Follow-On Bridge Warrant are filed as Exhibits 4.1 and 4.2, respectively, to this

Current Report on Form 8-K and are incorporated herein by reference. The foregoing description of each such agreement is qualified in

its entirety by reference to the full text thereof.

Interim

PIPE

Securities

Purchase Agreement

August 4, 2026, the Company entered into a Securities Purchase Agreement (the “Interim PIPE SPA”) with an investor (the “PIPE

Purchaser”) for a private placement of securities (the “Interim PIPE”). At the closing, the Company issued 2,666,667

pre-funded warrants (the “Pre-Funded Warrants”) to purchase 2,666,667 shares of Common Stock (the “Pre-Funded Warrant

Shares”), at a purchase price of $0.75 per warrant less the exercise price per Pre-Funded Warrant of $0.0001 per share (the shares

of Common Stock issuable upon exercise of the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”), and Common Stock purchase

warrants (the “Common Warrants” and, together with the Pre-Funded Warrants, the “Warrants”) to purchase 2,666,667

shares (the “Warrant Shares”) of Common Stock, at an exercise price of $1.50 per Warrant Share, for aggregate gross proceeds

to the Company of $2,000,000.

The

Pre-Funded Warrants are exercisable at any time after their original issuance, and will not expire until exercised in full. The Common

Warrants are exercisable immediately upon issuance and have a term of exercise of five (5) years, and are subject to a floor price equal

to 20% of the closing price of the Common Stock on the date of issuance of the Common Warrant.

The

exercise of the Warrants is subject to a beneficial ownership limitation of 4.99% (or, at the election of the PIPE Purchaser, 9.99%)

of the outstanding Common Stock. The Interim PIPE SPA contains customary representations, warranties and covenants of the Company and

the PIPE Purchaser and customary indemnification provisions in favor of the PIPE Purchaser.

Registration

Rights Agreement

connection with the Interim PIPE SPA, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”)

with the PIPE Purchaser, pursuant to which the Company agreed to prepare and file with the SEC a registration statement (the “Registration

Statement”) covering the resale by the PIPE Purchaser of the Pre-Funded Warrant Shares and the Warrant Shares (collectively, the

“Registrable Securities”) on or prior to the 30th calendar day following the date of the Registration Rights Agreement. The

Company is required to use commercially reasonable efforts to have the Registration Statement declared effective as promptly as possible

after the filing thereof, but in any event no later than the 60th calendar day following the date of the Registration Rights Agreement

(or the 90th calendar day in the event of a “full review” by the SEC). The Registration Rights Agreement contains customary

representations, warranties, covenants and indemnification provisions.

Copies

of the Interim PIPE SPA, the form of Common Warrant, the form of Pre-Funded Warrant, and the Registration Rights Agreement are filed

as Exhibits 10.1, 4.3, 4.4 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing

description of each such agreement is qualified in its entirety by reference to the full text thereof.

Item

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

disclosure set forth above in Item 1.01 of this Current Report on Form 8-K under the caption “Bridge Follow-On” is incorporated

into this Item 2.03 by reference.

Item

3.02 Unregistered Sales of Equity Securities.

The

disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.

The

Follow-On Bridge Notes and Follow-On Bridge Warrants (and the shares of Common Stock issuable upon conversion of the Follow-On Bridge

Notes and exercise of the Follow-On Bridge Warrants) were, or in the case of the underlying shares, will be, issued and sold by the Company

to the New Investors in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended (the

“Securities Act”) afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.

the Interim PIPE SPA, the PIPE Purchaser represented to the Company, among other things, that he is either (i) an “accredited investor”

as defined in Rule 501(a) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under

the Securities Act. The Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Common Warrants and the Warrant Shares issued and sold,

or issuable, pursuant to the Interim PIPE SPA were issued and sold, or will be issued, by the Company to the PIPE Purchaser in reliance

upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule

506(b) of Regulation D thereunder.

Item

7.01. Regulation FD Disclosure.

August 5, 2026, the Company issued a press release announcing the closing of the Follow-On Financing. A copy of the press release is

attached as Exhibit 99.1 to this Current Report on Form 8-K.

The

information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the

Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates

it by reference into a filing under the Securities Act or the Exchange Act.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

No.

Description

4.1

Form of Follow-On Bridge Note, dated August 4, 2026

4.2

Form of Follow-On Bridge Warrant, dated August 4, 2026

4.3

Form of Common Warrant, dated August 4, 2026

4.4

Form of Pre-Funded Warrant, dated August 4, 2026

10.1

Securities Purchase Agreement, dated August 4, 2026, by and between Glucotrack, Inc. and the PIPE Purchaser

10.2

Registration Rights Agreement, dated August 4, 2026, by and between Glucotrack, Inc. and the PIPE Purchaser

99.1

Press Release, dated August 5, 2026

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.

Date:

August 5, 2026

GLUCOTRACK,

INC.

By:

/s/

Erik Emerson

Name:

Erik

Emerson

Title:

Chief

Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

NEITHER

THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO

SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION

OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

Glucotrack,

Inc.

Senior

Secured Convertible Promissory Note

Dated:

August 4, 2026 but effective July 14, 2026 (the “Issuance Date”)

FOR

VALUE RECEIVED, GLUCOTRACK, INC., a Delaware corporation (hereinafter called

the “Maker” or the “Company”), hereby promises to pay to the order of , or his registered assigns

(the “Holder”) the principal sum of $ (the “Principal Amount”) pursuant to the terms of

this Senior Secured Convertible Promissory Note (this “Note”). The aggregate consideration to the Maker for this Note

is $ (the “Consideration”) in United States currency, due to original issuance discount of twenty-two percent (22%)

(the “OID”).

The

maturity date of this Note shall be the date that is nine (9) months from the Issuance Date (the “Maturity Date”)

and is the date upon which the Principal Amount shall be due and payable unless otherwise accelerated pursuant to the terms of this Note.

This

Note shall bear interest at a rate of eight percent (8%) per annum from the Issuance Date until paid in full or converted in accordance

with the terms hereof. Interest shall be computed on the basis of a 360-day year and shall accrue on the Outstanding Principal Amount.

All

payments under or pursuant to this Note shall be made in United States Dollars in immediately available funds to the Holder at the address

of the Holder set forth in the Purchase Agreement (as hereinafter defined) or at such other place as the Holder may designate from time

to time in writing to the Maker or by wire transfer of funds to the Holder’s account designated in writing by Holder to the Maker.

1.1 Purchase

Agreement. This Note has been executed and delivered pursuant to a joinder to the Securities Purchase Agreement, dated as of July

14, 2026 (as the same may be amended from time to time, the “Purchase Agreement”), by and between the Maker and the

Holder. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement.

1.2 Default

Interest.

If any amount payable by Company under any Transaction Document is not paid when due, such amount shall thereafter bear

interest at the Past Due Rate (as hereinafter defined) to the fullest extent permitted by applicable law. In addition, following any

Event of Default, any Outstanding Principal Amount shall bear interest at the Past Due Rate. In either case, accrued and unpaid Interest

or past due amounts (including interest on past due Interest) shall be due and payable on demand, at a rate per annum equal to eighteen

percent (18%) accruing annually and computed on the basis of a 360-day year (the “Past Due Rate”), provided that,

in no event shall the rate of interest hereunder exceed the maximum rate permitted by applicable law (the “Past Due Rate”).

1.3 Payment

on Non-Business Days. Whenever any payment to be made shall be due on a day which is not a Business Day, such payment shall be due

on the next succeeding Business Day.

1.4 Transfer.

This Note may be transferred or sold, subject to the provisions of Section 5.8 of this Note, or pledged, hypothecated or otherwise granted

as security by the Holder.

1.5 Replacement.

Upon receipt of a duly executed and notarized written statement from the Holder with respect to the loss, theft or destruction of this

Note (or any replacement hereof), or, in the case of a mutilation of this Note, upon surrender and cancellation of such Note, the Maker

shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.

1.6

Reserved.

1.7 Repayment

from Proceeds. The Holder shall have the right to be repaid with one hundred percent (100%) of the proceeds raised from any of the

following: asset sales, debt issuances, equity issuances and twenty-five percent (25%) of the proceeds from any ELOC Agreement ( as such

term is defined in the Purchase Agreement), and non-refundable deposits received in connection with any asset sale, until the Outstanding

Principal Amount, together with all accrued and unpaid interest and other amounts owing hereunder, is paid in full. The Maker shall make

such repayment to the Holder within three (3) Business Days following the Maker’s receipt of any such proceeds, and the failure

of the Maker to make such repayment within such three (3) Business Day period shall constitute an Event of Default hereunder.

1.8 Status

of Note. The obligations of the Maker under this Note constitute senior secured obligations of the Company, secured by a first priority

security interest in all assets of the Company and its Subsidiaries pursuant to the Security Agreement (as defined in the Purchase Agreement).

Upon any Liquidation Event (as hereinafter defined), the Holder will be entitled to receive, before any distribution or payment is made

upon, or set apart with respect to, any other Indebtedness of the Maker or any class of shares of the Maker, an amount equal to the sum

of the Outstanding Principal Amount, plus all accrued and unpaid interest and other amounts owing hereunder. For purposes of this Note,

“Liquidation Event” means a liquidation pursuant to a filing of a petition for bankruptcy under applicable law or

any other insolvency or debtor’s relief, an assignment for the benefit of creditors, or a voluntary or involuntary liquidation,

dissolution or winding up of the affairs of the Maker.

1.9 Most

Favored Nation. If the Company enters into any subsequent financing with another individual or entity on terms that are more favorable

than those provided to the Holder under this Note or any other Transaction Document, the agreements between the Company and the Holder

shall automatically be amended to include such more favorable terms, so long as this Note remains outstanding.

ARTICLE

2.1 Events

of Default. An “Event of Default” under this Note shall mean the occurrence of any default, breach, violation

or failure to perform under the Purchase Agreement, the Security Agreement, the Warrants, the Transfer Agent Instruction Letter, or any

other Transaction Document, and any of the additional events described below (unless the Event of Default is waived in writing by the

Requisite Holder):

(a) Any

default in the payment of (i) the Principal Amount hereunder when due; or (ii) interest as and when the same shall become due and payable

(whether on the Maturity Date or by acceleration or otherwise);

(b) the

Maker shall fail to observe or perform any other material covenant, condition or agreement contained in this Note or any Transaction

Document;

Maker’s notice to the Holder, including by way of public announcement, at any time, of its inability to comply (including for any

of the reasons described in Section 3.6(a) hereof) or its intention not to comply with proper requests for conversion of this

Note into Common Stock;

(d) the

Maker shall fail to (i) timely deliver the Common Stock as and when required in Section 3.2; or (ii) make the payment of any fees

and/or liquidated damages under this Note, the Purchase Agreement or the other Transaction Documents;

(e) at

any time after the next reverse stock split is consummated, the Maker shall fail to have the Required Minimum of Common Stock authorized,

reserved and available for issuance to satisfy the potential conversion in full (disregarding for this purpose any and all limitations

of any kind on such conversion) of this Note;

(f) any

representation or warranty made by the Maker or any of its Subsidiaries in the Purchase Agreement, this Note, or any other Transaction

Document shall prove to have been false or incorrect or breached in a material respect on the date as of which made or deemed to be made;

(g) the

Maker or any of its Subsidiaries shall (A) default in any payment of any amount or amounts of principal of or interest (if any) on any

Indebtedness (other than the Indebtedness hereunder), the aggregate principal amount of which Indebtedness is in excess of $100,000 (or

its equivalent in the relevant currency of payment) or (B) default in the observance or performance of any other agreement or condition

relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other

event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or

holders or beneficiary or beneficiaries of such Indebtedness to cause with the giving of notice if required, such Indebtedness to become

due prior to its stated maturity, in each case, prior to the expiration of the grace period provided in such Indebtedness on the date

of such Indebtedness;

(h) the

Maker or any of its Significant Subsidiaries shall: (i) apply for or consent to the appointment of, or the taking of possession by, a

receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets; (ii) make a general assignment

for the benefit of its creditors; (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect)

or under the comparable laws of any jurisdiction (foreign or domestic); (iv) file a petition seeking to take advantage of any bankruptcy,

insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally; (v) acquiesce

in writing to any petition filed against it in an involuntary case under the United States Bankruptcy Code (as now or hereafter in effect)

or under the comparable laws of any jurisdiction (foreign or domestic); (vi) issue a notice of bankruptcy or winding down of its operations

or issue a press release regarding same; or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous

to any of the foregoing;

(i) a

proceeding or case shall be commenced in respect of the Maker or any of its Significant Subsidiaries, without its application or consent,

in any court of competent jurisdiction, seeking: (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition

or readjustment of its debts; (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial

part of its assets in connection with the liquidation or dissolution of the Maker or any of its Significant Subsidiaries; or (iii) similar

relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii)

or (iii) shall continue undismissed, or unstayed and in effect, for a period of sixty (60) days or any order for relief shall be entered

in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction

(foreign or domestic) against the Maker or any of its Significant Subsidiaries or action under the laws of any jurisdiction (foreign

or domestic) analogous to any of the foregoing shall be taken with respect to the Maker or any of its Subsidiaries and shall continue

undismissed, or unstayed and in effect for a period of thirty (30) days;

(j) one

or more final judgments, settlements, or orders for the payment of money aggregating in excess of $100,000 (or its equivalent in the

relevant currency of payment) are rendered against or entered into one or more of the Company and its Subsidiaries, where such judgment,

settlement or order is not discharged or stayed within thirty (30) days;

(k) the

failure of the Maker to instruct its transfer agent to remove any legends from the Common Stock and issue such unlegended certificates

to the Holder within one (1) Trading Days of the Holder’s lawful request so long as the Holder has provided reasonable assurances

to the Maker that such Common Stock can be sold pursuant to Rule 144 or any other applicable exemption;

(l) the

Maker’s Common Stock is no longer publicly traded or cease to be listed on the Trading Market or, after the six month anniversary

of the Issuance Date, any Investor Shares may not be immediately resold under Rule 144 without restriction on the number of shares to

be sold or manner of sale, unless such Investor Shares have been registered for resale under the 1933 Act and may be sold without restriction;

(m) the

Maker consummates a “going private” transaction and as a result shares of Common Stock are no longer registered under Sections

12(b) or 12(g) of the 1934 Act;

(n) there

shall be any SEC or judicial stop trade order or trading suspension stop-order or any restriction in place with the transfer agent for

the Common Stock restricting the trading of such Common Stock;

(o) the

Depository Trust Company places any restrictions on transactions in the Common Stock or the Common Stock is no longer tradeable through

the Depository Trust Company Fast Automated Securities Transfer program;

(p) following

the date that the Effectiveness Date (as defined in the Purchase Agreement) was required to occur pursuant to the Registration Rights

Agreement, the Maker shall fail to comply with the reporting requirements of the 1934 Act (including but not limited to becoming delinquent

in its filings); and/or the Maker shall cease to be subject to the reporting requirements of the 1934 Act for a period of twenty (20)

or more Business Days; or

(q) the

failure to file the Registration Statement pursuant to and in accordance with the terms and conditions of the Purchase Agreement, the

failure to file the proxy statement required to obtain the Stockholder Approval within the time period required by the Purchase Agreement,

or the failure to obtain the Stockholder Approval in accordance with the terms and conditions of the Purchase Agreement;

(r) the

occurrence of a Material Adverse Effect in respect of the Maker, or the Maker and its Subsidiaries taken as a whole which would reasonably

be considered to substantially impair the ability of the Maker to satisfy its obligations in the Transaction Documents;

(s) the

failure by the Company to pay the True-Up Amount (as defined below) when due in accordance with Section 3.8 hereof; and

(t) the

occurrence of any default or event of default (howsoever defined or described) under any Transaction Document (including, without limitation,

the Purchase Agreement, the Security Agreement, the Warrants and the Transfer Agent Instruction Letter), whether or not such default

or event of default results in the acceleration of any obligations thereunder.

2.2 Remedies

Upon an Event of Default. Upon the occurrence of any Event of Default that has not been remedied by the earlier of (i) two (2) Business

Days after the Company’s receipt of written notice (the “Event of Default Notice”) from the Holder of such Event of

Default, or (ii) ten (10) calendar days after the occurrence of such Event of Default, the Maker shall be obligated to pay to the Holder

immediately the Mandatory Default Amount.

ARTICLE

Conversion.

3.1 Conversion.

Subject to Section 3.3, this Note shall be convertible (in whole or in part) at any time on or after the Issuance Date into such number

of fully paid and non-assessable shares of Common Stock as shall be determined by dividing (x) that portion identified in the Conversion

Notice (as defined below) of (A) the Outstanding Principal Amount, plus (B) accrued and unpaid interest with respect to such Outstanding

Principal Amount of this Note and any other amounts owing under this Note or the Transaction Documents (the “Conversion Amount”)

by (y) the Conversion Price then in effect on the date on which the Holder delivers a notice of conversion, in substantially the form

attached hereto as Exhibit A (the “Conversion Notice”), in accordance with this Section 3.1 to the Maker. The Holder shall

deliver this Note to the Maker at the address designated in the Purchase Agreement at any such time that this Note is converted. With

respect to partial conversions of this Note, the Maker shall keep written records of the amount of this Note converted as of the date

of such conversion (each, a “Conversion Date”).

The

“Conversion Price” means, from and after the receipt of the Stockholder Approval, the lower of (i) the Nasdaq Minimum

Price and (ii) eighty percent (80%) of the lowest daily Volume Weighted Average Price (“VWAP”) of the Common Stock during

the fifteen (15) Trading Days immediately preceding the Holder’s delivery of a Conversion Notice, but in no event lower than the

Floor Price; provided, however, that at any time the Common Stock has ceased to be listed on the Trading Market (whether before or after

the Stockholder Approval), the Conversion Price shall equal eighty percent (80%) of the lowest daily VWAP of the Common Stock during

the fifteen (15) Trading Days immediately preceding the Holder’s delivery of a Conversion Notice, without regard to the Nasdaq

Minimum Price or the Floor Price.

3.2 Delivery

of Conversion Shares. As soon as practicable after any conversion or payment of any amount due hereunder in the form of Common Stock

in accordance with this Note, and in any event no later than one (1) Trading Day following the Maker’s receipt of a Conversion

Notice from the Holder (such date, the “Share Delivery Date”), the Maker shall, at its expense, cause to be issued

in the name of and delivered to the Holder, or as the Holder may direct, book-entry statements evidencing the number of fully paid and

non-assessable Common Stock to which the Holder shall be entitled on such conversion or payment (the “Conversion Shares”),

in the applicable denominations based on the applicable conversion or payment; provided that, if the Common Stock are then DWAC Eligible

and such Common Stock issuable upon conversion of this Note have been registered for resale pursuant to an effective registration statement

under the 1933 Act, upon request of the Holder, the Company shall cause its transfer agent to electronically transmit such Common Stock

issuable upon conversion of this Note to (i) the third-party purchaser in the resale thereof by the Investor or (ii) by crediting the

account of the Holder’s (or its designee’s) broker with DTC through its Deposit Withdrawal Agent Commission system (provided

that the same time periods herein as for book-entry statements shall apply) as instructed by the Holder (or its designee, in which case

such Common Stock (x) shall only be used by such broker to deliver such Common Stock to DTC for the purpose of settling the Holder’s

share delivery obligations with respect to the sale of such Common Stock, which may include delivery to other accounts of such broker

and inclusion in the number of Common Stock delivered by that broker in “net settling” that broker’s trading of shares

of the Company’s Common Stock, including its positions with the brokers of the respective persons who purchase such Common Stock

from the Holder, and (y) shall remain “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities

Act until so delivered). In the event that the Maker fails to comply with its obligations under this Section 3.2, a liquidated damages

charge of 2% of the Outstanding Principal Amount of this Note will be assessed and will become immediately due and payable each month

while such failure remains uncured to the Holder at its election in the form of a cash payment or added to the balance of this Note.

3.3 Caps

on Conversion Shares. Notwithstanding anything to the contrary contained herein, the Holder shall not be entitled to receive shares

representing Equity Interests upon conversion of this Note to the extent (but only to the extent) that:

Ownership

Cap. Such exercise or receipt would cause the Holder Group (as defined below) to become, directly or indirectly, a “beneficial

owner” (within the meaning of Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder) of a number

of Equity Interests of a class that is registered under the 1934 Act which exceeds the Maximum Percentage (as defined below) of the Equity

Interests of such class that are outstanding at such time. Any purported delivery of Equity Interests in connection with the conversion

of this Note prior to the termination of this restriction in accordance herewith shall be void and have no effect to the extent (but

only to the extent) that such delivery would result in the Holder Group becoming the beneficial owner of more than the Maximum Percentage

of the Equity Interests of a class that is registered under the 1934 Act that is outstanding at such time. If any delivery of Equity

Interests owed to the Holder following conversion of this Note is not made, in whole or in part, as a result of this limitation, the

Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such Equity Interests as promptly

as practicable after the Holder gives notice to the Company that such delivery would not result in such limitation being triggered or

upon termination of the restriction in accordance with the terms hereof; provided that no liquidated damages will be assessed or become

due and payable pursuant to Section 3.2 hereof with respect to any such Equity Interests not being delivered solely as a result of this

limitation. To the extent limitations contained in this Section 3.3(a) apply, the determination of whether this Note is convertible

and of which portion of this Note is convertible shall be the sole responsibility and in the sole determination of the Holder, and the

submission of a notice of conversion shall be deemed to constitute the Holder’s determination that the issuance of the full number

of Conversion Shares requested in the notice of conversion is permitted hereunder, and the Company shall not have any obligation to verify

or confirm the accuracy of such determination. For purposes of this Section 3.3, (i) the term “Maximum Percentage”

shall mean 4.9%; provided, that the Holder may, at its sole discretion, increase the Maximum Percentage to 9.9% upon written notice to

the Company; and (ii) the term “Holder Group” shall mean the Holder plus any other Person with which the Holder is

considered to be part of a group under Section 13 of the 1934 Act or with which the Holder otherwise files reports under Sections 13

and/or 16 of the 1934 Act. In determining the number of Equity Interests of a particular class outstanding at any point in time, the

Holder may rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s most recent Form

10-K or Form 8-K filed with the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement

by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests

of such class then outstanding. For any reason at any time, upon written or oral request of the Holder, the Company shall, within one

(1) Business Day of such request, confirm orally and in writing to the Holder the number of Equity Interests of any class then outstanding.

The provisions of this Section 3.3 shall be construed, corrected and implemented in a manner so as to effectuate the intended

beneficial ownership limitation herein contained. Notwithstanding anything to the contrary contained in this Note, unless and until the

Company has obtained the Stockholder Approval, the Holder shall not be entitled to convert any portion of this Note, and the Company

shall not issue any Conversion Shares upon conversion of this Note; provided, that the foregoing limitation shall not apply, and the

Holder may convert this Note in accordance with Section 3.1 at the Conversion Price then in effect without regard to whether the Stockholder

Approval has been obtained, from and after the date the Common Stock ceases to be listed on the Trading Market. The Company and Holder

acknowledge that, because the shares of Common Stock issued or issuable in connection with the Merger Agreement (as defined in the Purchase

Agreement) already constitute up to 19.99% of the outstanding Common Stock or voting power for purposes of Nasdaq Listing Rule 5635(d),

the issuance of any Conversion Shares prior to receipt of the Stockholder Approval would cause the total cumulative number of shares

of Common Stock issued pursuant to the Transaction Documents, taken together with the shares issued or issuable in connection with the

Merger Agreement, to exceed the requirements of Nasdaq Listing Rule 5635(d) (the “Nasdaq 19.99% Cap”). This limitation

shall cease to apply upon the earlier of (x) the Company’s receipt of the Stockholder Approval and (y) the Common Stock ceasing

to be listed on the Trading Market. If the Company is unable to obtain the Stockholder Approval and the Common Stock has not ceased to

be listed on the Trading Market, any remaining outstanding balance of this Note shall be repaid in cash.

3.4 Adjustments

to Conversion Price and Floor Price.

(a) Until

the Note has been paid in full or converted in full except as otherwise provided in this Section 3.4, the Conversion Price and Floor

Price shall be subject to adjustment from time to time as follows:

(i) Adjustments

for Stock Splits. If the Company shall at any time or from time to time after the Closing Date (but whether before or after the Issuance

Date) effect a split of the outstanding Common Stock, the applicable Conversion Price and Floor Price in effect immediately prior to

the stock split shall be proportionately decreased. If the Company shall at any time or from time-to-time after the Closing Date, effects

a combination or reverse stock split of the outstanding Common Stock, the Conversion Price and Floor Price in effect immediately prior

to such event shall be proportionately increased. Any adjustments under this Section 3.4(a)(i) shall be effective at the close

of business on the date the stock split or combination occurs.

(ii) Adjustments

for Certain Dividends and Distributions. If the Company shall at any time or from time to time after the Closing Date (but whether

before or after the Issuance Date) make or issue or set a record date for the determination of holders of Common Stock entitled to receive

a dividend or other distribution payable in Common Stock, then, and in each event, the applicable Conversion Price and Floor Price in

effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have

been fixed, as of the close of business on such record date, by multiplying the applicable Conversion Price and Floor Price then in effect

by a fraction:

(1) the

numerator of which shall be the total number of Common Stock issued and outstanding immediately prior to the time of such issuance or

the close of business on such record date; and

(2) the

denominator of which shall be the total number of Common Stock issued and outstanding immediately prior to the time of such issuance

or the close of business on such record date plus the number of Common Stock issuable in payment of such dividend or distribution.

(iii) Adjustment

for Other Dividends and Distributions. If the Maker shall at any time or from time to time after the Closing Date (but whether before

or after the Issuance Date) make or issue or set a record date for the determination of holders of Common Stock entitled to receive a

dividend or other distribution payable in securities or property other than Common Stock, then, and in each event, an appropriate revision

to the applicable Conversion Price and Floor Price shall be made and provision shall be made (by adjustments of the Conversion Price

and Floor Price or otherwise) so that the Holder of this Note shall receive upon conversions thereof, in addition to the number of Common

Stock receivable thereon, the number of securities of the Maker or other issuer (as applicable) or other property that it would have

received had this Note been converted into Common Stock in full (without regard to any conversion limitations herein) on the date of

such event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities

(together with any distributions payable thereon during such period) or assets, giving application to all adjustments called for during

such period under this Section 3.4(a)(iii) with respect to the rights of the holders of this Note; provided, however, that if

such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed

therefor, the Conversion Price and Floor Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such

dividends or distributions.

(iv) Adjustments

for Reclassification, Exchange or Substitution. If the Common Stock at any time or from time to time after the Closing Date (but

whether before or after the Issuance Date) shall be changed to the same or different number of shares or other securities of any class

of shares or other property, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or

combination of shares or stock dividends provided for in Sections 3.4(a)(i), (ii) and (iii) hereof, or a reorganization, merger,

consolidation, or sale of assets provided for in Section 3.4(a)(viii) hereof), then, and in each event, an appropriate revision

to the Conversion Price and Floor Price shall be made and provisions shall be made (by adjustments of the Conversion Price and Floor

Price or otherwise) so that the Holder shall have the right thereafter to convert this Note into the kind and amount of shares or other

securities or other property receivable upon reclassification, exchange, substitution or other change, by holders of the number of Common

Stock into which such Note might have been converted immediately prior to such reclassification, exchange, substitution or other change,

all subject to further adjustment as provided herein.

(v) Adjustment

Due to Dilutive Issuance. If, at any time while this Note is outstanding the Company issues or sells, or in accordance with this

Section 3.4(a)(v) hereof is deemed to have issued or sold, except for Common Stock issued in an issuance of Exempted Securities (except

for issuances under clauses (d), (e), or (f) of the definition of Exempted Securities in the Purchase Agreement), any Common Stock for

a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection

therewith) less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such Common Stock (a “Dilutive

Issuance”), then immediately upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration

per share received by the Company in such Dilutive Issuance.

The

Company shall be deemed to have issued or sold Common Stock if the Company in any manner issues or grants any warrants, rights or options

(not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock or

other securities convertible into or exchangeable for Common Stock (“Convertible Securities”) (such warrants, rights

and options to Common Stock or Convertible Securities are hereinafter referred to as “Options”) and the price per share for

which such Common Stock are issuable upon the exercise of such Options is less than the Conversion Price then in effect, then the Conversion

Price shall be equal to such price per share. For purposes of the preceding sentence, the “price per share for which such Common

Stock are issuable upon the exercise of such Options” is determined by dividing (i) the total amount, if any, received or receivable

by the Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration,

if any, payable to the Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise

of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time

such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of Common Stock issuable upon

the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Conversion

Price or Floor Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion

or exchange of Convertible Securities issuable upon exercise of such Options.

Additionally,

the Company shall be deemed to have issued or sold Common Stock if the Company in any manner issues or sells any Convertible Securities,

whether or not immediately convertible (other than in an issuance of Exempted Securities (except for issuances under clause (d) of the

definition of Exempted Securities in the Purchase Agreement)), and the price per share for which such Common Stock issuable upon such

conversion or exchange is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share.

For the purposes of the preceding sentence, the “price per share for which such Common Stock issuable upon such conversion or exchange”

is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale

of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon

the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum

total number of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the

Conversion Price or Floor Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible

Securities.

(vi) Share

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

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

Event”, and such date thereof, the “Share Combination Event Date”) and the Event Market Price is less than the Conversion

Price or Floor Price then in effect (after giving effect to the adjustment in clause 3.4(a) above), then on the sixteenth (16th) Trading

Day immediately following such Share Combination Event, the Conversion Price and Floor Price then in effect on such sixteenth (16th)

Trading Day (after giving effect to the adjustment in clause 3.4(a) above) shall be reduced (but in no event increased) to the Event

Market Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase

in the Conversion Price or Floor Price hereunder, no adjustment shall be made.

(vii) Other

Events. In the event that the Company (or any Subsidiary (as defined in the 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 3.4 but not expressly provided for by such provisions (including, without

limitation, the granting of share appreciation rights, phantom share 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 Conversion Price, the Floor Price and

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

to this Section 3.4 will increase the Conversion Price or Floor Price or decrease the number of Conversion Shares as otherwise determined

pursuant to this Section 3.4 provided further that if the Holder does not accept such adjustments as appropriately protecting its rights

hereunder, then the 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.

(viii) Consideration

for Stock. In case any Common Stock or any Common Stock Equivalents shall be issued or sold:

(1) in

connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in

which the previously outstanding Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another

corporation), the amount of consideration therefor shall be deemed to be the fair value, as determined reasonably and in good faith by

the Board of Directors of the Maker and approved by the Requisite Holder, with such approval not to be unreasonably withheld, conditioned

or delayed, of such portion of the assets and business of the non-surviving corporation as such Board of Directors may determine to be

attributable to such Common Stock, rights or warrants or options or other Convertible Securities, as the case may be; or

(2) in

the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously

outstanding Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation or

other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other

property of any corporation, the Maker shall be deemed to have issued Common Stock, at a price per share equal to the valuation of the

Maker’s Common Stock based on the actual exchange ratio on which the transaction was predicated, as applicable, and the fair market

value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation

results in adjustment of the applicable Conversion Price or Floor Price, or the number of Common Stock issuable upon conversion of the

Note, the determination of the applicable Conversion Price or Floor Price or the number of Common Stock issuable upon conversion of the

Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of Common

Stock issuable upon conversion of the Note. In the event Common Stock issued with other shares or securities or other assets of the Maker

for consideration which covers both, the consideration computed as provided in this Section 3.4(a)(viii) shall be allocated among

such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Requisite Holder.

(ix) Record

Date. In case the Maker shall take record of the holders of its Common Stock for the purpose of entitling them to subscribe for or

purchase Common Stock or Convertible Securities, then the date of the issue or sale of the Common Stock shall be deemed to be such record

date.

(b) No

Impairment. The Maker shall not, by amendment of its Certificate of Incorporation and By-Laws 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 to be observed or performed hereunder by the Maker, but will at all times in good faith

assist in the carrying out of all the provisions of this Section 3.4 and in the taking of all such action as may be necessary

or appropriate in order to protect the conversion rights of the Holder against impairment. In the event the Holder shall elect to convert

this Note as provided herein, the Maker cannot refuse conversion based on any claim that the Holder or anyone associated or affiliated

with the Holder has been engaged in any violation of law, violation of an agreement to which the Holder is a party or for any reason

whatsoever, unless, an injunction from a court, or notice, restraining and or adjoining conversion of this Note shall have issued and

the Maker posts a surety bond for the benefit of the Holder in an amount equal to one hundred percent (100%) of the Principal Amount

of the Note the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the

dispute and the proceeds of which shall be payable to the Holder (as liquidated damages) in the event it obtains judgment.

as to Adjustments. Upon occurrence of each adjustment or readjustment of the Conversion Price or Floor Price or number of shares

of Common Stock issuable upon conversion of this Note pursuant to this Section 3.4, the Maker at its expense shall promptly compute

such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting forth such adjustment

and readjustment, showing in detail the facts upon which such adjustment or readjustment is based. The Maker shall, upon written request

of the Holder, at any time, furnish or cause to be furnished to the Holder a like certificate setting forth such adjustments and readjustments,

the applicable Conversion Price and Floor Price in effect at the time, and the number of shares of Common Stock and the amount, if any,

of other securities or property which at the time would be received upon the conversion of this Note. Notwithstanding the foregoing,

the Maker shall not be obligated to deliver a certificate unless such certificate would reflect an increase or decrease of at least one

percent (1%) of such adjusted amount.

(d) Issue

Taxes. The Maker shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be payable

in respect of any issue or delivery of Common Stock on conversion of this Note pursuant thereto; provided, however, that the Maker shall

not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with any such conversion.

(e) Fractional

Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of any fractional shares to which

the Holder would otherwise be entitled, the Maker shall pay cash equal to such fractional shares multiplied by the Conversion Price then

in effect.

(f) Reservation

of Common Stock. From and after the Issuance Date and until the completion of the contemplated reverse stock split and Capital Event

(as defined in the Purchase Agreement), the Maker shall reserve, out of its authorized but unissued Common Stock, and keep available

for issuance, all shares of Common Stock available under its authorized share capital that are not otherwise reserved for issuance, to

satisfy its obligations to issue Conversion Shares and Warrant Shares hereunder. After the contemplated reverse stock split and completion

of a Capital Event, the Maker shall at all times while this Note shall be outstanding, keep available out of its authorized Common Stock

a number of shares of Common Stock equal to at least five hundred percent (500%) of the number of shares of Common Stock necessary to

effect (i) the conversion of the Outstanding Principal Amount and accrued interest owing hereunder into Conversion Shares at the then

applicable Conversion Price and (ii) the exercise of the Warrants (as defined in the Purchase Agreement) in full into Warrant Shares

(disregarding for this purpose any and all limitations of any kind on such conversion or exercise). The Maker shall, from time to time,

increase the authorized number of Common Stock or take other effective action if at any time the unissued number of authorized shares

shall not be sufficient to satisfy the Maker’s obligations under this Section 3.4(f).

(g) Regulatory

Compliance. If any Common Stock for the purpose of conversion of this Note require registration or listing with or approval of any

governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise before such

shares may be validly issued or delivered upon conversion, the Maker shall, at its sole cost and expense, in good faith and as expeditiously

as possible, secure such registration, listing or approval, as the case may be.

3.5 Prepayment

Following a Change of Control.

(a) Mechanics

of Prepayment at Option of Holder in Connection with a Change of Control. No later than fifteen (15) days following the entry by the

Company into an agreement for a Change of Control, but in no event prior to the public announcement of such Change of Control, the Maker

shall deliver written notice describing the entry into such agreement (“Notice of Change of Control”) to the Holder.

Within fifteen (15) days after receipt of a Notice of Change of Control, the Requisite Holder may require the Maker to prepay, effective

immediately prior to the consummation of such Change of Control, an amount equal to the Mandatory Default Amount on such date (the “COC

Repayment Price”), by delivering written notice thereof (“Notice of Prepayment at Option of Holder Upon Change of Control”)

to the Maker.

(b) Payment

of COC Repayment Price. Upon the Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Change of Control from

the Holder, the Maker shall deliver the COC Repayment Price to the Holder immediately prior to the consummation of the Change of Control;

provided that the Holder’s original Note shall have been so delivered to the Maker.

3.6 Inability

to Fully Convert.

(a) Holder’s

Option if Maker Cannot Fully Convert. If, upon the Maker’s receipt of a Conversion Notice or as otherwise required under this

Note, including with respect to repayment of principal in Common Stock as permitted under this Note, the Maker cannot issue Common Stock

for any reason, including, without limitation, because the Maker (x) does not have a sufficient number of Common Stock authorized and

available or (y) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation

system or other self-regulatory organization with jurisdiction over the Maker or any of its securities from issuing all of the Common

Stock which are to be issued to the Holder pursuant to this Note, then the Maker shall issue as many Common Stock as it is able to issue

and, with respect to the unconverted portion of this Note or with respect to any Common Stock not timely issued in accordance with this

Note, the Holder, solely at Holder’s option, can elect to:

(i) require

the Maker to prepay that portion of this Note for which the Maker is unable to issue Common Stock or for which Common Stock were not

timely issued (the “Mandatory Prepayment”) at a price equal to the number of Common Stock that the Maker is unable

to issue multiplied by the Conversion Price on the date of the Conversion Notice (the “Mandatory Prepayment Price”);

provided that an election under this clause (i) shall not be available in the event that the Maker is unable to issue Common Stock solely

pursuant to the caps set forth in Section 3.3 above;

(ii) void

its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion

Notice (provided that the Holder’s voiding its Conversion Notice shall not affect the Maker’s obligations to make any payments

which have accrued prior to the date of such notice); or

(iii) defer

issuance of the applicable Conversion Shares until such time as the Maker can legally issue such shares; provided that the Principal

Amount underlying such Conversion Shares shall remain outstanding until the delivery of such Conversion Shares; and provided, further,

that if the Holder elects to defer the issuance of the Conversion Shares, it may exercise its rights under either clause (i) or (ii)

above at any time prior to the issuance of the Conversion Shares upon two (2) Business Days’ notice to the Maker.

(b) Mechanics

of Fulfilling Holder’s Election. The Maker shall immediately send to the Holder, upon receipt of a Conversion Notice from the

Holder, which cannot be fully satisfied as described in Section 3.6(a) above, a notice of the Maker’s inability to fully

satisfy the Conversion Notice (the “Inability to Fully Convert Notice”). Such Inability to Fully Convert Notice shall

indicate (i) the reason why the Maker is unable to fully satisfy the Holder’s Conversion Notice; and (ii) the amount of this Note

which cannot be converted. The Holder shall notify the Maker of its election pursuant to Section 3.6(a) above by delivering written

notice to the Maker (“Notice in Response to Inability to Convert”).

of Mandatory Prepayment Price. If the Holder shall elect to have its Note prepaid pursuant to Section 3.6(a)(i) above, the

Maker shall pay the Mandatory Prepayment Price to the Holder within five (5) Business Days of the Maker’s receipt of the Holder’s

Notice in Response to Inability to Convert; provided that prior to the Maker’s receipt of the Holder’s Notice in Response

to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event

or condition resulting in the Mandatory Prepayment has been cured and all Conversion Shares issuable to the Holder can and will be delivered

to the Holder in accordance with the terms of this Note. If the Maker shall fail to pay the applicable Mandatory Prepayment Price to

the Holder on the date that is two (2) Business Days following the Maker’s receipt of the Holder’s Notice in Response to

Inability to Convert, in addition to any remedy the Holder may have under this Note and the Purchase Agreement, such unpaid amount shall

bear interest at the rate of fifteen percent (15%) per month (prorated for partial months) until paid in full. Until the full Mandatory

Prepayment Price is paid in full to the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the

Note for which the full Mandatory Prepayment Price has not been paid and (ii) receive back such Note.

(d) Prepayment.

The Maker may, at any time, prepay all or any such portion by paying to the Holder an amount equal to one hundred percent (100%) of the

Outstanding Principal Amount being prepaid, plus all accrued and unpaid interest thereon and any other amounts then owing under this

Note.

(e) No

Rights as Shareholder. Except as expressly set forth hereunder, nothing contained in this Note shall be construed as conferring upon

the Holder, prior to the conversion of this Note, the right to vote or to receive dividends or to consent or to receive notice as a shareholder

of the Company in respect of any meeting of shareholders for the election of directors of the Maker or of any other matter, or any other

rights as a shareholder of the Maker.

3.7 Compensation

for Buy-In on Failure to Timely Deliver Conversion Shares. In addition to any other rights available to the Holder, if the Company

fails to deliver or cause the Transfer Agent to transmit to the Holder, Conversion Shares or any other shares pursuant to a conversion

on or before the 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, Common Stock to deliver in satisfaction of a sale by the Holder

of the Conversion Shares which the Holder anticipated receiving upon such conversion (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 Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Conversion Shares that the

Company was required to deliver to the Holder in connection with the conversion 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 Note and

equivalent number of Conversion Shares for which such conversion was not honored (in which case such conversion shall be deemed rescinded)

or deliver to the Holder the number of Common Stock that would have been issued had the Company timely complied with its conversion 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 conversion 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 evidence of the amount of

such loss. Nothing herein shall limit a Holder’s right to pursue a decree of specific performance and/or injunctive relief with

respect to the Company’s failure to timely deliver Common Stock upon conversion of the Note as required pursuant to the terms hereof.

3.8 Make-Whole

Payment. If, on any Conversion Date, the Conversion Price applicable to such conversion would, but for the application of the

Floor Price, be less than the Floor Price (such price, the “Unrestricted Conversion Price”), then:

(a) The

Conversion Price for such conversion shall be the Floor Price;

(b) The

Company shall determine the number of shares of Common Stock that the Holder would have been entitled to receive in respect of the Conversion

Amount on such Conversion Date if the Conversion Price were equal to the Unrestricted Conversion Price (the “Unrestricted Shares”),

and the number of shares issuable at the Floor Price (the “Floor Shares”). The difference between such amounts shall be the

“Share Shortfall,” which shall be determined by the following formula: Share Shortfall = (PC ÷ UCP) – (PC ÷

FP), where: PC = the Conversion Amount being converted on such Conversion Date; UCP = the Unrestricted Conversion Price; and FP = the

Floor Price.

with the issuance of the Floor Shares, the Company shall pay to the Holder an amount (the “True-Up Amount”), which shall

be determined by the following formula: True-Up Amount = Share Shortfall × MP, where “MP” means the lowest VWAP on

the Trading Day immediately preceding the Conversion Date.

(d) If

the True-Up Amount is not paid in cash on the Conversion Date, then such amount shall automatically and without further action be added

to the Outstanding Principal Amount.

(e) Each

conversion shall independently give rise to a separate True-Up Amount obligation pursuant to this Section 3.8. In the event the Company

fails to pay the True-Up Amount when due, such unpaid amount shall bear interest at the Past Due Rate until paid in full, and the failure

to pay the True-Up Amount shall constitute an Event of Default hereunder.

ARTICLE

4.1 Covenants.

For so long as any Note is outstanding, without the prior written consent of the Holder:

(a) Compliance

with Transaction Documents. The Maker shall, and shall cause its Subsidiaries to, comply with its obligations under this Note and

the other Transaction Documents.

(b) Payment

of Taxes, Etc. The Maker shall, and shall cause each of its Subsidiaries to, promptly pay and discharge, or cause to be paid and

discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits,

property or business of the Maker and the Subsidiaries, except for such failures to pay that, individually or in the aggregate, have

not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that any such tax, assessment,

charge or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if

the Maker or such Subsidiaries shall have set aside on its books adequate reserves with respect thereto, and provided, further, that

the Maker and such Subsidiaries will pay all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings

to foreclose any lien which may have attached as security therefor.

Existence. The Maker shall, and shall cause each of its Subsidiaries to, maintain in full force and effect its corporate existence,

rights and franchises and all licenses and other rights to use property owned or possessed by it and reasonably deemed to be necessary

to the conduct of its business.

(d) Investment

Company Act. The Maker shall conduct its businesses in a manner so that it will not be required to register as an “investment

company” as such term is defined in the Investment Company Act of 1940, as amended.

4.2 Set-Off.

This Note shall be subject to the set-off provisions set forth in the Purchase Agreement.

4.3 Usury.

If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury,

the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted

under applicable law. The Maker covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage

of any law that would prohibit or forgive the Maker from paying all or a portion of the principal or interest, if any, on this Note.

ARTICLE

5.1 Reserved.

5.2 Notices.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall

be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via email

at the email address specified in this Section prior to 5:00 p.m. (New York time) on a Business Day, (b) the next Business Day after

the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section on a

day that is not a Business Day or later than 5:00 p.m. (New York time) on any date and earlier than 11:59 p.m. (New York time) on such

date, (c) the Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon

actual receipt by the party to whom such notice is required to be given. The addresses for notice shall be as set forth in the Purchase

Agreement.

5.3 Governing

Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without reference to

principles of conflict of laws or choice of laws. This Note shall not be interpreted or construed with any presumption against the party

causing this Note to be drafted.

5.4 Headings.

Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute

a part of this Note for any other purpose.

5.5 Remedies,

Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and

in addition to all other remedies available under this Note, at law or in equity (including, without limitation, a decree of specific

performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving

rise to such remedy and nothing herein shall limit the Holder’s right to pursue actual damages for any failure by the Maker to

comply with the terms of this Note. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the

computation thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be

subject to any other obligation of the Maker (or the performance thereof). The Maker acknowledges that a breach by it of its obligations

hereunder will cause irreparable and material harm to the Holder and that the remedy at law for any such breach would be inadequate.

Therefore, the Maker agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to

all other available rights and remedies, at law or in equity, to equitable relief, including but not limited to an injunction restraining

any such breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.

5.6 Enforcement

Expenses. The Maker agrees to pay all costs and expenses of enforcement of this Note, including, without limitation, reasonable and

documented attorneys’ fees and expenses.

5.7 Binding

Effect; Assignment. The obligations of the Maker and the Holder set forth herein shall be binding upon the successors and assigns

of each such party, whether or not such successors or assigns are permitted by the terms herein. The Holder shall have the right to assign

this Note hereunder without notice to or the consent of the Maker.

5.8 Amendments;

Waivers. No provision of this Note may be waived or amended except in a written instrument signed by the Company and the Holder and

approved by the Requisite Holder (as defined in the Purchase Agreement). No waiver of any default with respect to any provision, condition

or requirement of this Note shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver

of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder

in any manner impair the exercise of any such right.

5.9 Compliance

with Securities Laws. The Holder of this Note acknowledges that this Note is being acquired solely for the Holder’s own account

and not as a nominee for any other party, and for investment, and that the Holder shall not offer, sell or otherwise dispose of this

Note in violation of securities laws. This Note and any Note issued in substitution or replacement therefor shall be stamped or imprinted

with a legend in substantially the following form:

“NEITHER

THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO

SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.”

5.10 Jurisdiction;

Venue. g. Any action, proceeding or claim arising out of, or relating in any way to this Note shall be brought and enforced in the

Court of Chancery of the State of Delaware, or in the United States District Court for the District of Delaware, in each case sitting

in Wilmington, Delaware. The Company and the Holder irrevocably submit to the jurisdiction of such courts, which jurisdiction shall be

exclusive, and hereby waive any objection to such exclusive jurisdiction or that such courts represent an inconvenient forum. The prevailing

party in any such action shall be entitled to recover its reasonable and documented attorneys’ fees and out-of-pocket expenses

relating to such action or proceeding.

5.11 Reserved.

5.12 Failure

or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder

shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further

exercise thereof or of any other right, power or privilege.

5.13 Maker

Waivers. Except as otherwise specifically provided herein, the Maker and all others that may become liable for all or any part of

the obligations evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest and all other demands and notices

in connection with the delivery, acceptance, performance and enforcement of this Note, and do hereby consent to any number of renewals

of extensions of the time or payment hereof and agree that any such renewals or extensions may be made without notice to any such persons

and without affecting their liability herein and do further consent to the release of any person liable hereon, all without affecting

the liability of the other persons, firms or Maker liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY JURY.

(a) No

delay or omission on the part of the Holder in exercising its rights under this Note, or course of conduct relating hereto, shall operate

as a waiver of such rights or any other right of the Holder, nor shall any waiver by the Holder of any such right or rights on any one

occasion be deemed a waiver of the same right or rights on any future occasion.

(b) THE

MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE

LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS

MAY DESIRE TO USE.

5.14 Definitions.

Capitalized terms used herein and not defined shall have the meanings set forth in the Purchase Agreement. For the purposes hereof, the

following terms shall have the following meanings:

(a) “Closing

Price” means the closing price of the Common Stock on the Trading Market on the date of determination.

(b) “Event

Market Price” means, with respect to any Share Combination Event Date, the quotient determined by dividing (x) the sum of the

VWAP of the Common Stock for each of the five (5) lowest Trading Days during the twenty (20) consecutive Trading Day period ending and

including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such Share Combination Event Date, divided by

(y) five (5). All such determinations shall be appropriately adjusted for any share dividend, share split, share combination, recapitalization

or other similar transaction during such period.

Price” means 20% of the Nasdaq Minimum Price of the Company’s common stock on the Issuance Date, as subject to adjustment

as provided herein. For the avoidance of doubt, (i) no conversion may occur at less than the Floor Price except to the extent the Conversion

Price has been adjusted below the Floor Price pursuant to Section 3.4(a)(v), (vi) or (vii) hereof and (ii) the Floor Price shall not

limit any adjustment to the Conversion Price made pursuant to Section 3.4(a)(v), (vi) or (vii) hereof. If the VWAP of the Common Stock

is less than the Floor Price then in effect on each of any ten (10) consecutive Trading Days, the Floor Price shall, subject to the Company’s

receipt of the Stockholder Approval, automatically reset to, and thereafter equal, the lowest VWAP during such ten (10) Trading Day period;

provided, that in the event the Stockholder Approval has not been obtained, such reset shall not take effect until the Stockholder Approval

is obtained.

(d) “Indebtedness”

means: (a) all obligations for borrowed money; (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments;

(c) reserved; (d) all obligations or liabilities secured by a lien or encumbrance on any asset of the Maker, irrespective of whether

such obligation or liability is assumed; (e) all obligations for the deferred purchase price of assets, other than trade debt and other

accounts payable incurred in the ordinary course of business; (f) all synthetic leases; and (g) any obligation guaranteeing or intended

to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse) any of the foregoing obligations

of any other person.

(e) “Mandatory

Default Amount” means an amount equal to 125% of the Outstanding Principal Amount, accrued interest and all other amounts owing

in respect of this Note.

(f) “Nasdaq

Minimum Price” means the lower of (i) the Nasdaq Official Closing Price immediately preceding the execution of this Note or

(ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of

this Note.

(g)

“Outstanding Principal Amount” means, at the time of determination, the Principal Amount outstanding after giving

effect to any conversions or prepayments pursuant to the terms hereof.

(h) “Significant

Subsidiary” means any Subsidiary of the Company that constitutes, or any group of Subsidiaries of the Company that, in the

aggregate, would constitute, a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the 1934 Act)

of the Company.

(i) “Trading

Day” means a day on which the Common Stock are traded on a Trading Market.

(j) “VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock are 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 are 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 the Common Stock are traded on OTCQB or OTCQX , the volume

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

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

the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of

reporting prices), the most recent bid price per share of 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 Holder and reasonably acceptable to

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

[Signature

Page Follows]

[SIGNATURE

PAGE TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE]

WITNESS WHEREOF, the Maker has caused this Note to be duly executed by its duly authorized officer as of the date first above indicated.

GLUCOTRACK, INC.

By:

Name:

Erik

Emerson

Title:

Chief

Executive Officer

EXHIBIT

FORM

OF CONVERSION NOTICE

(To

be Executed by the Registered Holder in order to Convert the Note)

The

undersigned hereby irrevocably elects to convert $ ________________ of the principal amount of the Senior Secured Convertible Promissory

Note issued to the Holder on July 14, 2026 by Glucotrack, Inc. (the “Maker”) into Common Stock of the Maker according to

the conditions hereof, as of the date written below.

Date

of Conversion:

Conversion

Price:

Number

of Common Stock beneficially owned or deemed beneficially owned by the Holder on the Conversion Date:

[HOLDER]

By:

Name:

Title:

Address:

EX-4.2

Filename: 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR

TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. 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.

COMMON

STOCK PURCHASE WARRANT

GLUCOTRACK,

INC.

Effective

Issue Date: July 14, 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, , or his 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 (as defined herein) and on or prior to 5:00 p.m. (New York, New York time) on July 14, 2031 (the “Termination

Date”) but not thereafter, to subscribe for and purchase from Glucotrack, Inc., a Delaware corporation (the “Company”),

a number of shares determined as set forth herein (as subject to adjustment hereunder, the “Warrant Shares”) of the

Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price,

as defined in Section 2(c).

Section

1. Section 1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated

in this Section 1 or in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of July 14,

2026, among the Company and the purchaser signatory thereto:

For

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

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls, 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.

“Alternate

Consideration” shall have the meaning specified in Section 3(d).

“Beneficial

Ownership Limitation” shall have the meaning specified in Section 2(f)(i).

“Bloomberg”

means Bloomberg L.P.

“Business

Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States, or any day

on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Buy-In”

shall have the meaning specified in Section 2(e)(iv).

“Commission”

means the United States Securities and Exchange Commission.

“Change

of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct or indirect, wholly-owned

Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification of the shares of

Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization, or reclassification

continue after such reorganization, recapitalization, or reclassification to hold publicly traded securities and, directly or indirectly,

are, in all material respects, the holders of the voting power of the surviving entity (or entities with the authority or voting power

to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such

reorganization, recapitalization, or reclassification, or (iii) pursuant to a migratory merger effected solely for the purpose of changing

the jurisdiction of incorporation of the Company or any of its Subsidiaries.

“Company”

means Glucotrack, Inc., a Delaware corporation.

“Convertible

Securities” means any stock, shares, 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.

“Distribution”

shall have the meaning specified in Section 3(c).

“DWAC”

shall have the meaning specified in Section 2(e)(i).

“Exchange

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

“Exercise

Price” shall have the meaning specified in Section 2(c).

“Fundamental

Transaction” shall have the meaning specified in Section 3(d).

“Holder”

shall have the meaning specified in the recitals.

“Initial

Exercise Date” means (i) the date on which the Company obtains the Stockholder Approval, or (ii) if the Common Stock ceases

to be listed on the Trading Market prior to the date on which the Company obtains the Stockholder Approval, the Issue Date.

“Issue

Date” means the date set forth on the cover page of this Warrant.

“Market

Price” means the highest traded price of the Common Stock during the three hundred sixty-five (365) Trading Days prior to the

date of the respective Notice of Exercise.

“Notice

of Exercise” shall have the meaning specified in Section 2(a).

“Options”

means any rights, warrants, options, or restricted share units to subscribe for, purchase, or otherwise acquire shares of Common Stock,

or Convertible Securities.

“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.

“Purchase

Rights” shall have the meaning specified in Section 3(b).

“Securities

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

“Share

Equivalents” shall mean any securities of the Company or its Subsidiaries which would entitle the holder thereof to acquire

at any time shares of 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, shares

of Common Stock.

“Standard

Settlement Period” shall have the meaning specified in Section 2(e)(i).

“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.

“Successor

Entity” shall have the meaning specified in Section 3(d).

“Termination

Date” means July 14, 2031.

“Trading

Day” means a day on which the principal Trading Market is open for trading; provided, however, that if the Common Stock is

not listed or quoted on the Trading Market, then Trading Day shall mean any day except Saturday, Sunday, and any day which shall be a

legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action

to close.

“Trading

Market” means whichever of the New York Stock Exchange, NYSE American, or the Nasdaq Stock Market (including the Nasdaq Global

Market or the Nasdaq Capital Market), on which the Common Stock is listed or quoted for trading on the date in question.

“Transfer

Agent” means the current transfer agent of the Company, and any successor transfer agent of the Company.

“Variable

Rate Transaction” means a transaction, other than an Exempted Transaction (defined in the Purchase Agreement) in which the

Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the

right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price, or exchange rate or other price

that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial

issuance of such debt or equity securities, or (B) with a conversion, exercise, or exchange price that is subject to being reset at some

future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly

or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction

under, any agreement, including, but not limited to, an equity line of credit (except that certain equity line of credit established

by the Purchase Agreement) or an “at-the-market offering”, whereby the Company may issue securities at a future determined

price, regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is

subsequently canceled.

“VWAP”

means, for any security as of any date, the dollar volume-weighted average price for such security on the Trading Market (or, if the

Trading 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 determined by the Holder, or if the foregoing does not apply, the dollar volume-weighted average price of such security in any principal

quotation system operated by OTC Markets Group Inc. or other principal exchange or recognized quotation system which is at the time the

principal trading platform or market 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 determined by the Holder, or, if no dollar volume-weighted average price is reported, 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 by OTC Markets Group Inc. If the

VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security shall be the fair market

value of such security 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.

“Warrant”

means this Warrant.

“Warrant

Shares” shall have the meaning specified in the preamble of this Warrant.

“Warrant

Shares Delivery Date” shall have the meaning specified in Section 2(e)(i).

“Warrant

Section

2. Exercise.

(a)

Exercise of Warrant. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in

part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or

such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder

appearing on the books of the Company) of a duly executed notice of exercise in the form annexed hereto as Exhibit A (a “Notice

of Exercise”), which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in Section

5(i). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days

of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day),

the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s

check drawn on a United States bank, unless such exercise is made pursuant to Section 2(i) below. No ink-original Notice of Exercise

shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required.

The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company

pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered,

the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered

as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of

Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the

Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which

case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice

of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of

Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in

an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number

of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within

two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree

that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number

of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

(b)

Number of Warrant Shares. Subject to the terms and conditions set forth herein, the Holder shall have the right to purchase from

the Company a number of Warrant Shares determined by dividing (i) one hundred twenty-five percent (125%) of the Principal Amount (as

defined in the Purchase Agreement) by (ii) the Exercise Price as of the applicable date of exercise.

(c)

Exercise Price. The exercise price per Warrant Share shall be equal to (x) prior to the receipt of the Stockholder Approval (as

defined in the Purchase Agreement), the greater of (1) the Nasdaq Minimum Price (as defined in the Purchase Agreement) and (2) the quotient

obtained by dividing $35,000,000 (the “Valuation”) by the total number of outstanding shares of Common Stock as of

the applicable date of exercise, and (y) from and after the receipt of the Stockholder Approval, the quotient obtained by dividing the

Valuation by the total number of outstanding shares of Common Stock as of the applicable date of exercise (the “Exercise Price”).

(d)

Restrictive Legend; Legend Removal.

Restrictive Legend. The certificate(s) or book-entry statement(s) representing any Warrant Shares issued hereunder, except as

set forth below, shall bear a restrictive legend in substantially the following form (and stop transfer instructions may be placed against

transfer of any such Securities):

THE

SHARES UNDERLYING THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),

OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. AS A RESULT THESE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED

UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS (PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM).

ii.

Legend Removal. Upon the written request by the Holder to the Company if, at the time of such request, the Holder covenants and

agrees that it has resold or will resell the Warrant Shares only (A)(i) pursuant to an effective registration statement registering the

issuance of the Warrant Shares to, or resale of the Warrant Shares by, the Holder under the Securities Act, in a manner described under

the caption “Plan of Distribution” in such registration statement, in a manner in compliance with all applicable U.S. federal

and state securities laws, rules, and regulations, including, without limitation, any applicable prospectus delivery requirements of

the Securities Act, or (ii) in compliance with an available exemption under the Securities Act, and (B) concurrently with such request,

the Holder delivers to the Company, its counsel, and the Transfer Agent a customary written certification that the requirements set forth

in clause (A) are accurate, and if the Holder resold the Warrant Shares under (A)(ii), to the extent the Company’s counsel or the

Transfer Agent requires, additional customary requirements to qualify for the applicable exemption under the Securities Act, the Company

shall, no later than one (1) Trading Day following the delivery by the Holder to the Transfer Agent, as applicable, of one or more legended

certificates or book-entry statements representing any Securities subject to such request, together with such other documentation from

the Holder and its designated broker-dealer as the Transfer Agent, as applicable, deem reasonably necessary and appropriate, authorize

the Transfer Agent, as applicable, to remove the Securities Act restrictive legend (and any stop transfer instructions placed against

transfer thereof) contemplated by Section 2(d)(i) affixed to the Warrant Shares (as applicable) subject to such request. At the

times the Company authorizes the removal of the Securities Act restrictive legends on the Warrant Shares subject to such request (and

any stop transfer instructions placed against transfer thereof) pursuant to this Section 2(d)(ii)), the Company shall, at its

sole expense, use its commercially reasonable efforts to cause its legal counsel to issue to the Transfer Agent, as applicable, a legal

opinion or direction letter authorizing the Transfer Agent, as applicable, to remove the Securities Act restrictive legends contemplated

by Section 2(d)(i) on the Warrant Shares (as applicable) subject to such request (which legal opinion or direction letter may

be delivered to the Transfer Agent, as applicable, in advance setting forth the conditions to the removal of such legends). The Company

shall be responsible for the fees of its Transfer Agent and the Company’s legal counsel associated with any such legend removals.

If counsel to the Company fails to provide a legal opinion reasonably satisfactory to the Transfer Agent, as applicable, in accordance

with this Section, the Holder shall have the right to provide an opinion of counsel selected by the Holder, the cost of which shall be

borne by the Company.

(e)

Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. Upon delivery by the Holder of a Notice of Exercise in accordance with Section 2(a),

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 the deliver order (DO)

system maintained by DTC (or any similar program hereafter adopted by DTC performing substantially the same function) or its Deposit

or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) the

legend has been properly removed from the Warrant Shares in accordance with Section 2(d)(ii) or (B) there is an effective registration

statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder, and otherwise by physical delivery

of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant

Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise. In

any case, delivery will be made 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 (provided that delivery shall be two (2) Trading Days after delivery to the Company of said Notice of Exercise if the Company

receives the Notice of Exercise after 12 p.m. EST on such day) (such date, the “Warrant Shares 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 is received by the Warrant Shares Delivery Date. If the Company fails for any reason to

deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Shares 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 fourth Trading Day after the Warrant Shares Delivery Date) for each Trading Day after such Warrant Shares 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 DTC/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 shares of Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii.

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

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

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

all other respects be identical with this Warrant.

iii.

Rescission Rights. If the Holder fails to make payment of the aggregate Exercise Price of the Warrant Shares pursuant to a Notice

of Exercise within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company by wire transfer or cashier’s

check drawn on a United States bank, then the Company will have the right to rescind such exercise. If the Company fails to cause the

Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(e)(i) by the Warrant Shares Delivery Date, then

the Holder will have the right to rescind such exercise.

iv.

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(e)(i) above pursuant to an exercise on or before the Warrant Shares 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 (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 shares of 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.

No Fractional Shares or Scrip. No fractional shares of Common Stock or scrip representing fractional shares of Common Stock shall

be issued upon the exercise of this Warrant. As to any fraction of a share of Common Stock 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 of Common Stock.

vi.

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 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 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

fees charged by the Transfer Agent and the Depository Trust Company (or other established clearing corporation) required for processing

of any Notice of Exercise.

vii.

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

of this Warrant pursuant to the terms hereof.

(f)

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) would beneficially own in excess of the Beneficial Ownership Limitation (as

defined below). For purposes of calculating “beneficial ownership” under this Section 2(f), the number of shares of

Common Stock beneficially owned by the Holder and its Affiliates 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, nonexercised portion of this Warrant beneficially owned by the Holder or any of

its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including,

without limitation, any other Share 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. Except as set forth in the preceding sentence, for purposes of this

Section 2(f), “beneficial ownership” shall be calculated in accordance with Section 13(d) of the Exchange Act and

the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder

that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules

required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(f) applies, the determination

of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and 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 of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership

Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability

for exercises of this Warrant that are in non-compliance with the Beneficial Ownership Limitation, it being understood that the Company

has the right to confirm that any exercise does not result in “holdings” of the Holder exceeding the Beneficial Ownership

Limitation. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section

13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(f), in determining

the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected

in (A) the Company’s most recent Annual Report on Form 10-K, Report on Form 8-K or other public filings 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 request of a Holder (which, for clarity, includes

electronic mail), the Company shall within one 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 since the date as of which

such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99%

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; provided that the Holder may, at its sole discretion, increase the Beneficial Ownership Limitation to

9.99% upon written notice to the Company. Any change in the Beneficial Ownership Limitation will not be effective until the 61st day

after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise

than in strict conformity with the terms of this Section 2(f) to correct this paragraph (or any portion hereof) which may be defective

or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable

to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

ii.

Notwithstanding anything to the contrary contained in this Warrant, the Company and the Holder acknowledge that, because the shares of

Common Stock issued or issuable in connection with the Merger Agreement (as defined in the Purchase Agreement) already constitute up

to 19.99% of the outstanding Common Stock or voting power for purposes of Nasdaq Listing Rule 5635(d), the total cumulative number of

shares of Common Stock issued to the Holder hereunder together with all other Transaction Documents, taken together with the shares issued

or issuable in connection with the Merger Agreement, may not exceed the requirements of Nasdaq Listing Rule 5635(d) (the “Nasdaq

19.99% Cap”) unless and until the Company has obtained the Stockholder Approval, at which point such limitation will no longer

apply.

(g)

Floor Price. The Exercise Price shall be subject to a floor price (the “Floor Price”) equal to twenty percent (20%)

of the Nasdaq Minimum Price (as defined in the Purchase Agreement) of the Company on the Issue Date; provided, however,

that if the VWAP of the Common Stock is less than the Floor Price then in effect on each of any ten (10) consecutive Trading Days, the

Floor Price shall automatically reset to, and thereafter equal, the lowest VWAP during such ten (10) Trading Day period, provided such

reset has been approved by the Company’s shareholders.

(h)

Reserved.

(i)

Cashless Exercise. If at any time after the six month anniversary of the date of the Purchase Agreement, there is no effective

Registration Statement registering, or no current prospectus available for, the resale by the Holder of the Warrant Shares, then, this

Warrant may also be exercised, in whole or in part, at such time 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)

= the

Market Price;

(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.

(j)

Assuming (i) the Holder is not an Affiliate of the Company, and (ii) all of the applicable conditions of Section 4(a)(1) of the Securities

Act of 1933, as amended (the “Securities Act”) and/or Rule 144 promulgated thereunder (“Rule 144”)

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

either (A) cause the Transfer Agent to issue such Warrant Shares without any restrictive legend in accordance with Section 2(d)(ii),

or (B) if such Warrant Shares are issued with a restrictive legend, use commercially reasonable efforts to cause the removal of the legend

from such Warrant Shares (including by delivering an opinion of the Company’s counsel to the 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 expressly acknowledges that Rule 144(d)(3)(ii), as currently in effect,

provides that Warrant Shares issued solely upon a cashless exercise shall be deemed to have been acquired at the same time as the Warrant.

The Company agrees not to take any position contrary to this Section 2(j). The Company shall pay all costs associated with any

required opinions of counsel, and counsel to the Company shall provide all opinions with respect to any resales pursuant to Section 4(a)(1)

of the Securities Act and/or Rule 144 or otherwise at the sole cost of the Company, and the Company shall provide confirmation to the

Transfer Agent that all such opinions are acceptable. If counsel to the Company fails to provide a legal opinion reasonably satisfactory

to the Company in accordance with this Section, the Holder shall have the right to provide an opinion of counsel selected by the Holder,

the cost of which shall be borne by the Company.

Section

3. Certain Adjustments.

(a)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share 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 of Common Stock, (iii) combines (including

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

reclassification of shares of Common Stock or 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 Warrant Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that

the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become

effective immediately after the record date for the determination of shareholders 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.

(b)

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, during such time as this Warrant

is outstanding, if at any time the Company grants, issues or sells any Share Equivalents 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 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 “holding” 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).

(c)

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 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.

(d)

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 (other than for the purpose

of changing the jurisdiction of incorporation of the Company or a holding company for the Company), (ii) the Company, directly or indirectly,

effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets (on

a consolidated basis) 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 shares of Common Stock are permitted to sell,

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

voting power of the outstanding securities of the Company, (iv) the Company, directly or indirectly, in one or more related transactions

effects any reclassification, reorganization or recapitalization of the shares of Common Stock or any compulsory share exchange pursuant

to which the shares of Common Stock are effectively converted into or exchanged for other securities, cash or property, 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 greater than 50% of the outstanding shares of Common Stock or greater than

50% of the voting power of the outstanding securities of the Company (not including any shares of Common Stock held by the other Person

or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such share purchase agreement

or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant,

the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior

to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(f)

on the exercise of this Warrant), the number of shares of Common Stock or other capital 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(f) 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 shares of Common Stock are given

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

choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. 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 in accordance with the provisions of this Section 3(d)

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 which

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 pursuant 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 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 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.

(e)

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding,

shall sell, enter into an agreement to sell, or grant any option to purchase, or sell, enter into an agreement to sell, or grant any

right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition)

any Common Stock or Share Equivalents excluding Exempted Securities (as defined in the Purchase Agreement), at an effective price per

share less than the Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances collectively,

a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Share Equivalents

so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange

prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to

receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to

have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously with

the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to

equal the Base Share Price. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or

deemed issuance of any Common Stock or Share Equivalents subject to this Section 3(e), indicating therein the applicable issuance

price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance

Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section

3(e), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base

Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters

into a Variable Rate Transaction, the Company shall be deemed to have issued Common Stock or Share Equivalents at the lowest possible

price, conversion price or exercise price at which such securities may be issued, converted or exercised. For the avoidance of doubt,

any reduction of the Exercise Price pursuant to this Section 3(e) is in addition to, and not in lieu of, the separate calculation of

the Exercise Price and the number of Warrant Shares under Section 2(b) and Section 2(c), and to the extent the application of this Section

3(e) and of Section 2(b) or Section 2(c) to the same event would produce different results, the calculation yielding the lower Exercise

Price (and correspondingly greater number of Warrant Shares) shall control.

(f)

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share,

as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as

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

outstanding.

(g)

Notice to Holder.

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

Company shall promptly deliver via electronic mail to the Holder a notice setting forth the Exercise Price after such adjustment and

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

ii.

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

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

(C) the Company shall authorize the granting to all holders of 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 shareholders of the Company shall be required in connection with

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

a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the shares of Common

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

liquidation, or winding up of the affairs of the Company, or (F) the Company shall authorize or effect any forward or reverse stock split,

subdivision, or combination of the shares of Common Stock, then, in each case, the Company shall cause to be delivered via electronic

mail to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to

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

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

holders of shares of Common Stock of record to be entitled to such dividend, distributions, redemption, rights, or warrants are to be

determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, stock split, subdivision,

or combination is expected to become effective or close, and the date as of which it is expected that holders of the shares of Common

Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such

reclassification, consolidation, merger, sale, transfer, share exchange, stock split, subdivision, or combination; 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 its 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.

(h)

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

the term of this Warrant 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.

Section

4. Transfer of Warrant.

(a)

Transferability. Subject to compliance with any applicable securities laws and the provisions below, 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 B duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes

payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a

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

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

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

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

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

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

of Warrant Shares without having a new Warrant issued. 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 the Holder or transferee of this Warrant, as the case may be, provide to the Company an opinion of counsel selected by

the transferor and reasonably acceptable to the Company, the cost of which shall be borne by the Company and the form and substance of

which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such

transferred Warrants or Warrant Shares under the Securities Act.

(b)

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

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

the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such

division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be

divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance

date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

(c)

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.

(d)

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; provided, however, that the Holder reserves the right to dispose of

the Warrant Shares at any time in accordance with federal and state securities laws and the applicable securities laws of any jurisdiction

relevant to such disposition and subject to compliance with the terms of this Warrant.

Section

5. Miscellaneous.

(a)

No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights

as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(a), except as expressly set forth in Section

(b)

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

satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant or any 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.

(c)

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

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

Day.

(d)

Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized

and unissued shares of Common Stock a sufficient number of shares to provide for the deposit of shares of Common Stock for the issuance

of the Warrant Shares upon the exercise of any purchase rights under this Warrant (the “Required Reserve Amount”).

The Required Reserve Amount shall be calculated based on the number of Warrant Shares issuable upon exercise in full of this Warrant

as determined pursuant to Section 2(b) and Section 2(c) as of the date of determination, and the Company shall promptly increase the

Required Reserve Amount from time to time to the extent necessary to reflect any increase in the number of Warrant Shares issuable hereunder,

including as a result of any adjustment to the Exercise Price pursuant to Section 3. 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 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).

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.

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

(e)

Transfer Agent Instructions. The Company covenants and agrees that it will, at all times during the period the Warrant is outstanding,

maintain a duly qualified independent Transfer Agent. The Company represents and covenants that it has issued irrevocable instructions

to its Transfer Agent (and will issue such irrevocable instructions to each Transfer Agent appointed thereafter), in the form approved

by the Holder, to issue certificates, registered in the name of the Holder or its nominee, for the Warrant Shares in such amounts as

specified from time to time by the Holder to the Company upon exercise of this Warrant in accordance with the terms thereof and to irrevocably

reserve the Required Reserve Amount (the “Irrevocable Transfer Agent Instructions”). The Company represents and covenants

that the Irrevocable Transfer Agent Instructions have been signed by the Transfer Agent and by the Company as of the Initial Exercise

Date. The Company warrants that (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section

5(e), and stop transfer instructions to give effect to Section 5(g) (prior to registration of the Warrant Shares under the Securities

Act or the date on which the Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as

of a particular date that can then be immediately sold), will be given by the Company to its Transfer Agent and that the Warrant Shares

shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Warrant and the

Purchase Agreement, (ii) it will not direct its Transfer Agent not to transfer or delay, impair, and/or hinder its Transfer Agent in

transferring (or issuing)(electronically or in certificated form) any certificate for Warrant Shares to be issued to the Holder upon

exercise of or otherwise pursuant to this Warrant as and when required by this Warrant and the Purchase Agreement, and (iii) it will

not fail to remove (or direct its Transfer Agent not to remove or impair, delay, and/or hinder its Transfer Agent from removing) any

restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Warrant Shares issued

to the Holder upon exercise of or otherwise pursuant to this Warrant as and when required by this Warrant and the Purchase Agreement.

Nothing in this Section shall affect in any way the Holder’s obligations to comply with all applicable prospectus delivery requirements,

if any, upon resale of the Warrant Shares. If a Holder provides the Company, at the cost of the Holder, with an opinion of counsel in

form, substance, and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Warrant

Shares may be made without registration under the Securities Act and such sale or transfer is effected, the Company shall permit the

transfer, and, in the case of the Warrant Shares, promptly instruct its Transfer Agent to issue one or more certificates, free from restrictive

legend, in such name and in such denominations as specified by the Holder. The Company acknowledges that a breach by it of its obligations

hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly,

the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(e) may be inadequate and agrees,

in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Holder shall be entitled, in

addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity

of showing economic loss and without any bond or other security being required.

(f)

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 hereby irrevocably submits that any dispute, controversy, or claim arising out of or relating to this Warrant

shall be submitted to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or the United States District Court

for the District of Delaware, in each case sitting in Wilmington, Delaware. Each party 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. 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 to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,

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

CONTEMPLATED HEREBY. The Company and the Holder agree that all dispute resolution proceedings in accordance with this Section 5(f)

may be conducted in a virtual setting. 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.

(g)

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

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

(h)

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, notwithstanding that all rights

hereunder terminate on the Termination Date. If the Company willfully or 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.

(i)

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 or by e-mail, addressed to the Company, at Glucotrack,

Inc., 301 Rte. 17 North, Ste. 800, Rutherford, NJ 07070, Attention: Erik Emerson, email address: erik@lokahithera.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 prior

to 4:30 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 on a day that is not a Trading Day or later than 4:30 p.m. (New

York City time) on any Trading Day or (iii) 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.

(j)

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

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

the Holder for the purchase price of any shares of Common Stock or as a shareholder of the Company, whether such liability is asserted

by the Company or by creditors of the Company.

(k)

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, without the necessity of showing economic loss and without any

bond or other security being required. The Company agrees that monetary damages may 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.

(l)

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.

(m)

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and

the Holder.

(n)

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).

(o)

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.

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the Initial Exercise

Date.

GLUCOTRACK,

INC.

By:

Name:

Erik

Emerson

Title:

Chief

Executive Officer

EXHIBIT

NOTICE

OF EXERCISE

To:

GLUCOTRACK, INC.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant, 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):

☐

lawful money of the United States; or

☐

if permitted pursuant to Section 2(i) of the Warrant, a cashless exercise in accordance with the formula set forth in Section 2(i) of

the Warrant.

(3)

Please register and 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)

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the

Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name

of Investing Entity:

___________________________________________________________________

Signature

of Authorized Signatory of Investing Entity:

_________________________________________________

Name

of Authorized Signatory:

___________________________________________________________________

Title

of Authorized Signatory:

___________________________________________________________________

Date:

_______________________________________________________________

EXHIBIT

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

Warrant Shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Address:

Dated:

_______________ __, ______

Holder’s

Signature:___________________________

Holder’s

Address:____________________________

EX-4.3

Filename: ex4-3.htm · Sequence: 4

Exhibit

4.3

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.

GLUCOTRACK,

INC.

WARRANT

TO PURCHASE COMMON STOCK

Date

of Issuance: August 4, 2026 (“Issuance Date”)

Warrant

Glucotrack,

Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, , 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), August 4, 2031 (subject to adjustment as provided herein) fully paid and non-assessable

shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized

terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is the Warrant to purchase Common Stock (the “SPA

Warrant”) issued to Holder pursuant to that certain Securities Purchase Agreement dated August 4, 2026 by and between the Company

and the Holder (the “Securities Purchase Agreement”).

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 on or after the Issuance 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 (in respect of such specific exercise, 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 certificate and issuance

of a new Warrant certificate 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 certificate

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 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”). On or before the first (1st) Trading Day following the date on which the Company has received such Exercise Notice

(the “Required Delivery Date”), the Company shall, 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 The Depository Trust Company (“DTC”) through its Deposit/ Withdrawal at Custodian system. Upon delivery

of an Exercise Notice, 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. 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 is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the

Holder and upon surrender hereof by the Holder at the principal office of the Company, the Company shall as soon as practicable and in

no event later than three (3) Business Days 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 taxes and fees which may be payable with respect to

the issuance and delivery of Warrant Shares upon exercise of this Warrant.

(b)

Exercise Price. For purposes of this Warrant, “Exercise Price” means $1.50, subject to adjustment as provided

herein.

(c)

Company’s Failure to Timely Deliver Securities. If the Company fails to issue and credit the balance account of Holder or

Holder’s nominee with DTC for such number of Warrant Shares for which this Warrant is exercised by the Holder, then, in addition

to all other remedies available to Holder, at the sole discretion of Holder, the Company shall:

(i)

pay in cash to Holder on each Trading Day after the Required Delivery Date that the issuance and credit of such Warrant Shares is not

timely effected an amount equal to 5% of the product of (A) the number of shares of Common Stock not so credited to Holder or Holder’s

nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date;

(ii)

if on or after the Required Delivery Date, Holder (or any other Person in respect, or on behalf, of Holder) purchases (in an open market

transaction or otherwise) Common Stock (“Replacement Shares”) to deliver in satisfaction of a sale by Holder of all

or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of

the number of shares of Common Stock, that Holder so anticipated receiving from the Company without any restrictive legend, then, within

five (5) Trading Days after Holder’s request and in Holder’s sole discretion, either (A) pay cash to Holder in an amount

equal to Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Replacement

Shares (the “Buy-In Price”), at which point the Company’s obligation to so credit Holder’s balance account

shall terminate and such shares shall be cancelled, or (B) promptly honor its obligation to so credit Holder’s DTC account representing

such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder

and pay cash to Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (1) such number of shares of

Common Stock that the Company was required to deliver to Holder by the Required Delivery Date multiplied by (2) the lowest Closing Sale

Price of the Common Stock on any Trading Day during the period commencing on the date Holder purchased Replacement Shares and ending

on the date of such delivery and payment under this clause (ii).

the extent permitted by law, the Company’s obligations to issue and deliver the Common Stock upon exercise of the Warrant in accordance

with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver

or consent with respect to any provision hereof, the recovery of any judgment against any person or any action to enforce the same, or

any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person of

any obligation to the Company or any violation or alleged violation of law by the Holder or any other person, and irrespective of any

other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of the Common

Stock. Nothing herein 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 the Common Stock issuable upon exercise of this Warrant as required pursuant to the terms hereof.

(d)

Cashless Exercise. Notwithstanding anything contained herein to the contrary (other than Section 1(f) below or during the pendency

of a Minimum Bid Price Deficiency, as described below) at any time the Holder may in its sole discretion (and without limiting the Holder’s

rights and remedies contained herein or in any of the other Transaction Documents (as defined in the Securities Purchase Agreement)),

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

shares of Common Stock determined according to the following formula (a “Cashless Exercise”):

Net

Number = (A x B) / C

For

purposes of the foregoing formulas:

The

total number of shares with respect to which this Warrant is then being exercised.

The

Black Scholes Value (as defined in Section 16 herein).

The

lower of the two Closing Bid Prices of the Common Stock in the two days prior the time of such exercise (as such Closing Bid Price

is defined in Section 16 herein).

Notwithstanding

anything herein to the contrary, the Company shall not issue to the Holder any Warrant Shares to the extent such shares, after giving

effect to such issuance after exercise, if and to the extent required by the applicable rules of the Eligible Market on which the Common

Stock is then traded, would exceed 19.99% of the total number of shares of Common Stock outstanding as of the date hereof, unless and

until the Company obtains approval of its stockholders. In such event, the Company shall, as promptly as practicable, use commercially

reasonable efforts to obtain the approval of the Company’s stockholders to issue Warrant Shares in excess of such amount in accordance

with the requirements of the applicable Eligible Market.

(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 (including, without limitation, the Net Number), the Company shall promptly

issue to the Holder the number of Warrant Shares that are not disputed, provided that following such issuance to Holder such dispute

shall be resolved in accordance with Section 13.

(f)

Limitations on Exercises and Exchanges. Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall

not be exercisable or exchangeable by the Holder hereof to the extent (but only to the extent) that the Holder or any of its affiliates

would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding after giving effect to the issuance of

Common Stock issuable upon exercise of the Warrant calculated in accordance with Section 13(d) of the Exchange Act (the “Maximum

Percentage”). To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable or

exchangeable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates)

and of which such securities shall be exercisable or exchangeable (as among all such securities owned by the Holder) shall, subject to

such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange

(as the case may be). No prior inability to exercise or exchange 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 or exchangeability.

For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with

respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange Act (as defined

in the Securities Purchase Agreement) and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be

implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion

hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained

or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations

contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of Common Stock shall be third party beneficiaries

of this paragraph and the Company may not waive this paragraph without the consent of holders of a majority of its Common Stock. For

any reason at any time, upon the written or oral request of the Holder, the Company shall within two (2) Business Days confirm orally

and in writing to the Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise

or exchange of convertible or exercisable or exchangeable securities into shares of Common Stock, including, without limitation, pursuant

to this Warrant or securities issued pursuant to the Securities Purchase Agreement.

(g)

Reservation of Shares; Insufficient Authorized Shares. The Company shall initially reserve out of its authorized and unissued

shares of Common Stock a sufficient number of shares of Common Stock to satisfy the Company’s obligations to issue shares of Common

Stock hereunder, and the Company shall at all times keep reserved for issuance under this Warrant a sufficient number of shares of Common

Stock to satisfy the Company’s obligation to issue shares of Common Stock hereunder.

(h)

Activity Restrictions. For so long as Holder holds this Warrant or any Warrant Shares, Holder will not: (i) engage or participate

in any actions, plans or proposals which relate to or would result in (a) acquiring additional securities of the Company, alone or together

with any other Person, which would result in beneficially owning or controlling, or being deemed to beneficially own or control, more

than 9.99% of the total outstanding shares of Common Stock or other voting securities of the Company, (b) an extraordinary corporate

transaction, such as a merger, reorganization or liquidation, involving Company, (c) a sale or transfer of a material amount of assets

of the Company, (d) any change in the present board of directors or management of the Company, including any plans or proposals to change

the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the present capitalization

or dividend policy of the Company, (f) any other material change in the Company’s business or corporate structure, including but

not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment

policy for which a vote is required by Section 13 of the Investment Company Act of 1940, (g) changes in the Company’s charter,

bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any Person,

(h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be

quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Company

becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action, intention, plan or arrangement

similar to any of those enumerated above, or (ii) request the Company or its directors, officers, employees, agents or representatives

to amend or waive any provision of this Section 1(h); provided, however, that notwithstanding anything to the contrary contain in clauses

(i) and (ii) above, Holder may vote any shares of Common Stock owned or controlled by it, solicit any proxies, or seek to advise or influence

any Person with respect to any voting securities of the Company. Holder may only exercise this Warrant for a cash exercise price if the

trading price at the time of exercise is greater than the then applicable Exercise Price.

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 4, if the Company, at any time on or after the date of the

Securities Purchase Agreement, (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 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 (each of (i), (ii) and (iii), a “Share Combination Event” and the date of such event, the

“Share Combination Event Date”), 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 shareholders 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. Notwithstanding

the foregoing, if at any time and from time to time on or after the Issuance Date there occurs any Share Combination Event and the Event

Market Price is less than the Exercise Price or Floor Price then in effect (after giving effect to the adjustments in clauses (i), (ii)

and (iii) above), then on the sixteenth (16th) Trading Day immediately following such Share Combination Event Date, the Exercise Price

then in effect on such sixteenth (16th) Trading Day (after giving effect to the adjustments in clauses (i), (ii) and (iii) above) shall

be reduced (but in no event increased) to the Event Market Price, and the Floor Price then in effect on such sixteenth (16th) Trading

Day (after giving effect to the adjustments in clauses (i), (ii) and (iii) above) shall be reduced (but in no event increased) to the

Event Market Price, provided such Floor Price reduction has been approved by the Company’s shareholders. For the avoidance

of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase in the Exercise Price or Floor

Price hereunder, no adjustment shall be made.

(b)

Decrease in Exercise Price Upon Issuance of Common Stock. If the Company effects a subsequent financing of at least $1,000,000

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

prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable

Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise

Price then in effect shall be decreased (and in no event increased) to the price per share as determined in accordance with the following

formula:

EP2

= EP1 x (A + B) / (A + C)

For

purposes of the foregoing formula:

The

total number of Warrant Shares with respect to which this Warrant may be exercised.

The

total number of shares of Common Stock that would be issued or issuable under the Dilutive Issuance if issued at a per share equal

to EP1.

The

total number of shares of Common Stock actually issued or issuable under the Dilutive Issuance.

EP1=

The

Exercise Price in effect immediately prior to a Dilutive Issuance.

EP2=

The

Exercise Price immediately after such Dilutive Issuance.

(c)

Reserved.

(d)

Reserved.

(e)

Other Events. In the event that the Company 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(e) 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 and whose fees and expenses shall be borne by the Company.

(f)

Floor Price. Notwithstanding any other provision of this Warrant to the contrary, in no event shall the Exercise Price be reduced

below the Floor Price.

(g)

Adjustment to Number of Warrant Shares. Upon any decrease in the Exercise Price pursuant to this Section 2, the number of Warrant

Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the

decrease in the Exercise Price, shall be equal to the aggregate Exercise Price on the Issuance Date.

RIGHTS UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if the Company shall declare or

make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common Stock, by way of return

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

options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction,

other than a distribution of Common Stock covered by Section 2(a)) (a “Distribution”), at any time after the issuance

of this Warrant, then, in each such case, provision shall be made so that upon exercise of this Warrant, 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 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 Common Stock are to be determined for the participation in such Distribution

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

the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (or the beneficial ownership

of any such Common Stock as a result of such Distribution to such extent) and such Distribution to such extent 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 Maximum Percentage).

PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

(a)

Purchase Rights. In addition to any adjustments pursuant to Section 2 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 on exercise hereof, 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 Common Stock are to be determined for

the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any

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

in such Purchase Right to such extent (or beneficial ownership of such 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 Maximum Percentage).

(b)

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

assumes in writing all of the obligations of the Company under this Warrant and the other Transaction Documents related to this Warrant

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

the Holder, including agreements confirming the obligations of the Successor Entity as set forth in this paragraph (b) and (c) and elsewhere

in this Warrant and an obligation 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 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 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). Notwithstanding the foregoing, at the election of the Holder upon exercise of this

Warrant following a Fundamental Transaction, the Successor Entity shall deliver to the Holder, in lieu 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 this Warrant prior to the applicable Fundamental Transaction, such shares of

common stock (or its equivalent) of the Successor Entity (including its Parent Entity), or other securities, cash, assets or other property,

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; provided, however, that such amount of reserved shares of Common

Stock shall be limited by the Maximum Percentage of Common Stock as set forth in Section 1(f).

(c)

Black Scholes Value – FT. Notwithstanding the foregoing and the provisions of Section 4(b) above, at the request of the

Holder delivered at any time commencing on the earliest to occur of (i) the public disclosure of any Fundamental Transaction, (ii) the

consummation of any Fundamental Transaction and (iii) the Holder first becoming aware of any Fundamental Transaction through the date

that is ninety (90) days after the public disclosure of the consummation of such Fundamental Transaction, the Company or the Successor

Entity, at the election of the Holder, shall purchase this Warrant from the Holder on the date of the consummation of such Fundamental

Transaction by paying to the Holder cash in an amount equal to the Black Scholes Value – FT.

(d)

Application. The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and shall

be applied as if this Warrant (and any such subsequent warrants issued hereunder) 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 Exchange Act and thereafter receivable upon exercise of this Warrant

(or any such other warrant)).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation,

bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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,

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 (i) shall not increase the par value of any Common

Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) 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, and (iii) shall, so long as the SPA Warrant is outstanding, take all action necessary to reserve and

keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the SPA

Warrant, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the SPA Warrant

then outstanding; provided, however, that such amount of reserved Common Stock shall be limited by the Maximum Percentage of Common Stock

as set forth in Section 1(f).

WARRANT HOLDER NOT DEEMED A SHAREHOLDER. 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 shareholder 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 shareholder

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 shareholders of the Company generally,

contemporaneously with the giving thereof to the shareholders.

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. 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 the Holder or transferee of this Warrant, as the case may be, provide to

the Company an opinion of counsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion

shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities

under the Securities Act.

(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.

(c)

Exchangeable 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 share

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.

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

in accordance with Section 5.4 of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice

of all actions taken pursuant to this Warrant, 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) as soon as practicable 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)

and (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 Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities

or rights to purchase stock, warrants, securities, indebtedness, or other property pro rata to holders 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 (to

the extent it constitutes, or contains, material, non-public information regarding the Company 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. 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.

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

10. 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).

11. 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 choice of law or conflict of law 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 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 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.

12. 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 Closing Date (as defined in the Securities Purchase Agreement) in such other Transaction Documents unless otherwise

consented to in writing by the Holder.

13. DISPUTE

RESOLUTION. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, the Closing Bid Price,

the Bid Price or fair market value or the arithmetic calculation of the Warrant Shares (as the case may be), the Company or the Holder

(as the case may be) shall submit the disputed determinations or arithmetic calculations (as the case may be) via facsimile (i) within

two (2) Business Days after receipt of the applicable notice giving rise to such dispute to the Company or the Holder (as the case may

be) or (ii) if no notice gave rise to such dispute, at any time after the Holder or the Company (as the case may be) learned of the circumstances

giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation (as the case may

be) of the Exercise Price, the Closing Sale Price, the Closing Bid Price, the Bid Price or fair market value or the number of Warrant

Shares (as the case may be) within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to

the Company or the Holder (as the case may be), then the Company shall, within two (2) Business Days submit via facsimile (a) the disputed

arithmetic calculation of the Warrant Shares, the disputed determination of the Exercise Price, the Closing Sale Price, the Closing Bid

Price, the Bid Price or fair market value (as the case may be) to an independent, reputable investment bank selected by the Holder, with

the consent of the Company (which may not be unreasonably withheld, conditioned or delayed), or (b) if acceptable to the Holder, the

disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause

at its expense the investment bank or the accountant (as the case may be) to perform the determinations or calculations (as the case

may be) and notify the Company and the Holder of the results no later than ten (10) Business Days from the time it receives such disputed

determinations or calculations (as the case may be). Such investment bank’s or accountant’s determination or calculation

(as the case may be) shall be binding upon all parties absent demonstrable error. The fees and expenses of such investment bank or accountant

shall be borne by the parties in the same proportion as the respective amounts by which the investment bank’s or accountant’s

determination differs from such party’s calculation.

14. 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

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 an injunction restraining any breach, without the

necessity of showing economic loss and without any bond or other security being required. 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 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.

15. TRANSFER.

This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company.

16. CERTAIN

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

(a)

“Bid Price” means, for any security as of the particular time of determination, 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 all of the market makers for such security as reported in the “pink

sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) 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 13. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar

transaction during such period.

(b)

“Black Scholes Value” means the Black Scholes value of an option for one share of Common Stock at the date of the

applicable Cashless Exercise, as such Black Scholes value is determined, 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 Exercise Price, as adjusted,

(ii) a risk-free interest rate corresponding to the U.S. Treasury rate, (iii) a strike price equal to the Exercise Price in effect at

the time of the applicable Cashless Exercise, (iv) an expected volatility equal to 175%, and (v) a deemed remaining term of the Warrant

of five (5) years (regardless of the actual remaining term of the Warrant).

(c)

“Black Scholes Value – Consideration” means the value of the applicable Option or Convertible Security (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 or Convertible Security (as the case may be) as of the date of issuance of such Option or Convertible

Security (as the case may be) and (iii) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from

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

of issuance of such Option or Convertible Security (as the case may be).

(d)

“Black Scholes Value – FT” 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 (A) the highest Closing

Sale Price of the Common Stock during the period beginning on the Trading Day immediately preceding the earliest to occur of (1) the

public disclosure of the applicable Fundamental Transaction, (2) the consummation of the applicable Fundamental Transaction and (3) the

date on which the Holder first became aware of the applicable Fundamental Transaction and ending on the Trading Day of the Holder’s

request pursuant to Section 4(c) and (B) 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 (A) the remaining term of this Warrant as of the date

of the Holder’s request pursuant to Section 4(c) and (B) 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 and (iv) an expected volatility equal to the greater of 175%

and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the

Trading Day immediately following the earliest to occur of (A) the public disclosure of the applicable Fundamental Transaction, (B) the

consummation of the applicable Fundamental Transaction and (C) the date on which the Holder first became aware of the applicable Fundamental

Transaction.

(e)

“Bloomberg” means Bloomberg, L.P.

(f)

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are

authorized or required by law to remain closed.

(g)

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

bid price and the last closing trade price, respectively, for 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 average of the bid prices, or the ask

prices, respectively, of all of the market makers for such security as reported in the “pink sheets” by OTC Markets Group

Inc. (formerly Pink Sheets LLC). 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 13. All

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

during such period.

(h)

“Common Stock” means the common stock, par value $0.001 per share, of the Company and any other shares of stock issued or

issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares

or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other corporate reorganization

or other similar event with respect to the Common Stock).

(i)

“Convertible Securities” means any capital stock or other security of the Company 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 capital stock or other security of the Company (including, without limitation, Common Stock).

(j)

“Eligible Market” means the New York Stock Exchange, the NYSE Amex, the Nasdaq Global Select Market, the Nasdaq Global

Market or the Nasdaq Capital Market.

(k)

“Event Market Price” means, with respect to any Share Combination Event, the lowest VWAP of the Common Stock during

the fifteen (15) Trading Day period commencing on the Trading Day immediately following the applicable Share Combination Event Date.

(l)

“Expiration Date” means the date that is July 30, 2031 or, if such date falls on a day other than a Business Day or

on which trading does not take place on the principal securities exchange or trading market where the Common Stock is listed (a “Holiday”),

the next date that is not a Holiday.

(m)

“Floor Price” means 20% of the Closing Sale Price on the date of this Warrant; provided, however, that

if the VWAP of the Common Stock is less than the Floor Price then in effect on each of any ten (10) consecutive Trading Days, the Floor

Price shall automatically reset to, and thereafter equal, the lowest VWAP during such ten (10) Trading Day period, provided such reset

has been approved by the Company’s shareholders.

(n)

“Fundamental Transaction” means that (i) the Company shall, directly or indirectly, in one or more related transactions,

(1) consolidate or merge with or into (whether or not the Company is the surviving entity) any other Person unless the shareholders of

the Company immediately prior to such consolidation or merger continue to hold more than 50% of the outstanding shares of Voting Stock

after such consolidation or merger, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially

all of its properties or assets to any other Person, in connection with which the Company is dissolved, or (3) allow any other Person

to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock

of the Company (not including any shares of Voting Stock of the Company held by the Person or Persons making or party to, or associated

or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase

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

with any other Person whereby such other Person acquires more than 50% of the outstanding shares of Voting Stock of the Company (not

including any shares of Voting Stock of the Company held by the other Person or other Persons making or party to, or associated or affiliated

with the other Persons making or party to, such stock or share purchase agreement or other business combination), or (ii) any “person”

or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act and the rules and regulations

promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly

or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company.

(o)

“Minimum Bid Price Deficiency” means a failure by the Company to comply with the minimum Bid Price requirements of

the principal securities exchange or trading market where its Common Stock is listed or traded.

(p)

“Options” means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.

(q)

“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.

(r)

“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.

(s)

“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.

(t)

“Trading Day” means, as applicable, (x) with respect to all price determinations relating to the Common Stock, any

day on which the Common Stock is traded 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 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.

(u)

“Voting Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders

thereof have the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers

or trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might

have voting power by reason of the happening of any contingency).

(v)

“VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on the principal

securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York

time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “Volume at Price” function 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 9:30:01 a.m., New York time, and ending at 4:00:00 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 three highest closing bid prices and the three lowest closing ask prices of all of the market makers for such security

as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If 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 13. All such determinations shall be appropriately adjusted

for any stock dividend, stock split, stock combination 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.

GLUCOTRACK,

INC.

By:

Name:

Erik

Emerson

Title:

Chief

Executive Officer

EXHIBIT

EXERCISE

NOTICE

BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT TO PURCHASE COMMON STOCK

GLUCOTRACK,

INC.

The

undersigned holder hereby exercises the right to purchase ________shares of the Common Stock (“Warrant Shares”) of

Glucotrack, Inc., a Delaware corporation (the “Company”), evidenced by Warrant to Purchase Common Stock No. (the “Warrant”).

Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:

______________

“Cash Exercise” with respect to ________________Warrant Shares; and/or

______________

“Cashless Exercise” with respect to _______________ Warrant Shares.

the event that the Holder has elected a Cashless Exercise with respect to some or all of the Warrant Shares, the Holder represents and

warrants that _________________ shares of Common Stock are to be delivered pursuant to such Cashless Exercise, as further specified in

Annex A to this Exercise Notice.

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, the Holder shall pay the Aggregate Exercise Price in the sum of $______ to the Company in accordance with the terms of the Warrant.

Delivery of Warrant Shares and Net Number of Common Stock. The Company shall deliver to Holder, or its designee or agent as specified

below, _____________ shares of Common Stock in respect of the exercise contemplated hereby. Delivery shall be made to Holder, or for

its benefit, to the following address:

______________________________

Date: __________________,____

Name

of Registered Holder

By:

Name:

Title:

Account

Number: _______________________ (if electronic book entry transfer) Transaction Code Number:

Transaction

Code Number: _______________________ (if electronic book entry transfer)

ANNEX

A TO EXERCISE NOTICE

CASHLESS

EXERCISE EXCHANGE CALCULATION

BE FILLED IN BY THE REGISTERED HOLDER TO EXCHANGE THE

WARRANT

TO PURCHASE COMMON STOCK IN A CASHLESS EXERCISE

PURSUANT

TO SECTION 1(d) OF THE WARRANT

Capitalized

terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

☐

Net Number = (A x B)/C = shares of Common Stock

For

purposes of the foregoing formula:

the total number of shares with respect to which the Warrant is then being exercised = _____.

Black Scholes Value (as defined in Section 16 of the Warrant) = ________.

The lower of the two Closing Bid Prices of the Common Stock in the two days prior the time of such exercise (as such Closing Bid Price

is defined in Section 16 of the Warrant) = ________.

Date: __________________,____

Name

of Registered Holder

By:

Name:

Title:

EXHIBIT

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 ____________, 20__, from the Company and acknowledged and agreed to by ____________.

GLUCOTRACK,

INC.

By:

Name:

Title:

EX-4.4

Filename: ex4-4.htm · Sequence: 5

Exhibit

4.4

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE U.S. 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.

PRE-FUNDED

COMMON STOCK PURCHASE WARRANT

GLUCOTRACK,

INC.

Warrant

Issue

Date: August 4, 2026

THIS

PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,

or his assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the

conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until

this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Glucotrack,

Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder,

the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under

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

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain

Securities Purchase Agreement (the “Purchase Agreement”), dated August 4, 2026, among the Company and the purchaser

signatory thereto.

Section

2. Exercise.

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 facsimile copy or PDF copy submitted by e-mail (or e-mail attachment)

of the Notice of Exercise in the form annexed hereto as Exhibit A (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(d)(i)

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(c) 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 this Warrant has been exercised in full, in which case, the Holder shall

surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise

is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares

available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal

to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant

Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading

Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of

the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available

for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise Price. The aggregate exercise price of this

Warrant, except for a nominal exercise price of $0.001 per Warrant Share, was pre-funded to the Company on or prior to the Initial Exercise

Date and, consequently, no additional consideration (other than the nominal exercise price of $0.001 per Warrant Share) 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 share of Common Stock under this Warrant shall be $0.001, subject to adjustment hereunder (the “Exercise

Price”).

Cashless Exercise. If at the time of exercise hereof

there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance or resale

of the Warrant Shares to or by the Holder, then this Warrant may also be exercised, in whole or in part, at such time 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)

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

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

and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined

in Rule 600(b)(68) 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 Bid

Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution

of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading

Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours”

on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date

of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof

after 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.

“Bid

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

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

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

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

price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not

then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or

a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common

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

selected in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company,

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

“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