Form 8-K

8-K — Glimpse Group, Inc.

Accession: 0001493152-26-023712

Filed: 2026-05-15

Period: 2026-05-14

CIK: 0001854445

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Other Events

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-5.1 (ex5-1.htm)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex5-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001854445

2026-05-14

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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): May 14, 2026

THE

GLIMPSE GROUP, INC.

(Exact

name of registrant as specified in charter)

Nevada

001-40556

81-2958271

(State

or other jurisdiction

(Commission

(IRS

Employer

incorporation)

File

Number)

Identification

No.)

West 38th St., 12th

Floor

New

York, NY 10018

(Address

of principal executive offices) (Zip Code)

(917)-292-2685

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (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, par value $0.001 per share

GGRP

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mart 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.

May 14, 2026, The Glimpse Group, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities

Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company agreed to sell and issue

to the Investors, in a registered direct offering (the “Offering”), (i) 622,306 shares of the Company’s common stock,

par value $0.001 per share (the “Common Stock”), together with accompanying warrants to purchase up to 4,193,182 shares of

Common Stock (with each accompanying warrant exercisable for one and one-quarter shares of Common Stock) (the “Common Stock Warrants”),

and (ii) in lieu of Common Stock to certain of the Investors, pre-funded warrants to purchase up to 2,732,240 shares of Common Stock

(the “Pre-Funded Warrants”).

The

combined purchase price for each share of Common Stock and accompanying Common Stock Warrant is $0.55, and each Pre-Funded Warrant and

accompanying Common Stock Warrant is $0.549.

The

net proceeds to the Company from the Offering are expected to be approximately $1.79 million, after deducting the estimated offering

expenses payable by the Company.

All

of the securities are being sold by the Company directly to the Investors, and the Company has not retained a placement agent or underwriter

in connection with the Offering. The closing of the Offering is expected to occur on or about May 18, 2026, subject to the satisfaction

of customary closing conditions.

The

Offering is being made pursuant to a prospectus supplement dated May 14, 2026 and an accompanying prospectus dated November 26, 2025,

pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-291727) previously filed with

the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).

Each

Pre-Funded Warrant entitles the holder to purchase one share of Common Stock at an exercise price equal to $0.001 per share and will

be immediately exercisable from the date of its issuance.

Each

Common Stock Warrant entitles the holder thereof to purchase one and one-quarter shares of Common Stock at an exercise price equal to

$0.55 per share of Common Stock, will be exercisable six months from the original issuance date and will expire seven and a half years

from the date of original issuance.

holder of Common Stock Warrants or Pre-Funded Warrants will not be entitled to exercise any portion of such Common Stock Warrant or Pre-Funded

Warrant that, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by such

holder (together with its affiliates, any other persons acting as a group together with the holder and any other persons whose beneficial

ownership of Common Stock would be aggregated with the holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as

amended) to exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, which percentage

may be increased or decreased at the holder’s election upon 61 days’ notice to the Company, provided that such percentage may

in no event exceed 19.99%.

addition, in certain circumstances, upon a fundamental transaction (as described in the Common Stock Warrants or Pre-Funded, Warrants,

as applicable), a holder of Common Stock Warrants or Pre-Funded Warrants will be entitled to receive, upon exercise of the Common Stock

Warrants or the Pre-Funded Warrants, as applicable, the kind and amount of securities, cash or other property that the holders would

have received had they exercised the Common Stock Warrants or the Pre-Funded Warrants, as applicable, immediately prior to such fundamental

transaction or number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation.

lieu of receiving such Common Stock in the fundamental transaction, the holder of a

Common Stock Warrant may elect to have the Company or the successor entity purchase the holder’s Common Stock Warrant for its Black-Scholes

value, as determined in accordance with the terms of the Common Stock Warrants.

Pursuant

to the terms of the Securities Purchase Agreement and subject to certain exceptions, the Company has agreed to grant the Investors certain

participation rights in future financings conducted by the Company during the 12-month period following the closing of the Offering.

Subject to the terms and conditions set forth in the Securities Purchase Agreement, the Investors will have the right, but not the obligation,

to participate in future equity or equity-linked financings undertaken by us in an aggregate amount of up to 33.33% of the securities

issued in each such financing, on substantially the same terms, conditions and price as offered to other investors in such financing.

The foregoing participation rights are subject to customary exceptions, including issuances pursuant to equity incentive plans, acquisitions

and other customary excluded issuances, as well as compliance with applicable securities exchange rules and other applicable laws and

regulations..

The

Securities Purchase Agreement contains customary representations, warranties and agreements by the Company and the Investors, customary

conditions to closing, indemnification obligations of the Company and the Investors, other obligations of the parties and termination

provisions. The representations, warranties and covenants contained in the Securities Agreement were made only for purposes of such agreement

and as of specific dates, were solely for the benefit of the parties to the Securities Purchase Agreement and may be subject to limitations

agreed upon by the contracting parties.

The

foregoing summaries of the Securities Purchase Agreement, the Common Stock Warrants and Pre-Funded Warrants do not purport to be complete

and are subject to, and qualified in their entirety by, such documents filed as Exhibits 10.1, 4.1 and 4.2, respectively, hereto and

incorporated herein by reference.

The

legal opinion of Kesse PLLC relating to the legality of the issuance and sale of the securities in the Offering is attached as Exhibit

5.1 to this Current Report on Form 8-K (this “Report”).

Item 8.01

Other Events.

On May 15, 2026, the Company issued

a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Report and is incorporated

by reference herein.

Forward-Looking

Statements

This

Report contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements in this Report can be identified by the use of forward-looking words or phrases such as “anticipate,”

“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”

“may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,”

“think,” “will,” “would,” or the negative of these words or other similar or comparable terms and

phrases, although not all forward-looking statements contain these words. Any forward-looking statements in this Report are based upon

the Company’s current plans and strategies and reflect the Company’s current assessment of the risks and uncertainties related

to its business and are made as of the date of this Report. The Company assumes no obligation to update any forward-looking statements

contained in this Report because of new information or future events, developments or circumstances. Such forward-looking statements

are subject to known and unknown risks, uncertainties and assumptions, and if any such risks or uncertainties materialize or if any of

the assumptions prove incorrect, the Company’s actual results could differ materially from those expressed or implied by such statements.

Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are

not limited to, uncertainties related to market conditions and the satisfaction of customary closing conditions related to the Offering

and the Company’s expectations regarding the use of proceeds therefrom. This list is not exhaustive and other risks are detailed

in the Company’s periodic reports filed with the SEC, including the Company’s most recent Annual Report on Form 10-K and

the Company’s other filings with the Securities and Exchange Commission, which are available at www.sec.gov.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

4.1

Form of Common Stock Warrant

4.2

Form of Pre-Funded Warrant

5.1

Opinion of Kesse PLLC

10.1

Form of Securities Purchase Agreement, dated May 14, 2026, by and among the Company and the purchasers party thereto

23.1

Consent of Kesse PLLC (included in Exhibit 5.1)

99.1

Press Release dated May 15, 2026

104

Cover

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

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

May 15, 2026

THE

GLIMPSE GROUP, INC.

By:

/s/ Lyron

Bentovim

Lyron

Bentovim

Chief

Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

COMMON

STOCK PURCHASE WARRANT

THE

GLIMPSE GROUP, INC.

Warrant

Shares: _______

Issue

Date: May [*], 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the

“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

forth, at any time on or after November [*], 2026 (the “Initial Exercise Date”) and on or prior to 5:00 p.m.

(New York City time) on November [*], 2033 (the “Termination Date”) but not thereafter, to subscribe for and purchase

from The Glimpse Group, Inc., a Nevada corporation (the “Company”), up to _______________ shares (as subject to adjustment

hereunder, the “Warrant Shares”) of common stock, $0.001 par value per share, of the Company (the “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. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated

in this Section 1:

(a)

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled

by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

(b)

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

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

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

Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is then listed on OTCQB or OTCQX,

and 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 Warrants

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

(c)

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

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

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

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

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

generally are open for use by customers on such day.

(d)

“Commission” means the U.S. Securities and Exchange Commission.

(e)

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

(f)

“Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company,

trust, incorporated or unincorporated association, joint venture, government (or an agency or subdivision thereof) or any other entity

or organization.

(g)

“Registration Statement” means the Registration Statement on Form S-3 (File No. 333-291727) filed with Commission

and declared effective on November 26, 2025.

(h)

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

(i)

“Trading Day” means any weekday on which the principal Trading Market is normally open for trading.

(j)

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

trading on the date in question: the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

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

(k)

“Transfer Agent” means ClearTrust, LLC, the current transfer agent of the Company, with a mailing address of 16540

Pointe Village Dr., Suite 210, Lutz, Florida 33558 and an email address of inbox@cleartrusttransfer.com, and any successor transfer agent

of the Company.

(l)

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

Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the

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

on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is then listed on OTCQB

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

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

and if prices for the Common Stock are then reported in The Pink 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 Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

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 .pdf

copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

Within the earlier of (i) two (2) Trading Days 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

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 the Warrant has been exercised in full,

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

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

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

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

showing the number of Warrant Shares purchased and the date of such purchases. This Warrant, as initially issued by the Company, is offered

and sold pursuant to the Registration Statement. As of the Issue Date, the Warrant Shares are issuable under the Registration Statement.

Accordingly, the Warrant and, assuming issuance pursuant to the Registration Statement or an exchange meeting the requirements of Section

3(a)(9) of the Securities Act, the Warrant Shares are not “restricted securities” under Rule 144 promulgated under the Securities

Act as in effect on the Issue Date. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt

of such notice. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 4:00 p.m. (New York

City time) on the Trading Date prior to the Initial Exercise Date, which may be delivered at any time after the Issue Date, the Company

agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the

Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise

Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. 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 exercise price per share of Common Stock under this Warrant shall be $0.55, 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 of the Warrant Shares to 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)

= as applicable: (i) the VWAP on the Trading

Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered

pursuant to Section 2(a) hereof on a day that is not a Trading Day 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) 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.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not

to take any position contrary to this Section 2(c).

Mechanics of Exercise.

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

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

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant

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

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

pursuant to Rule 144 promulgated under the Securities Act or (C) this Warrant is being exercised via cashless exercise, and otherwise

by either (x) issuance of the Warrant Shares in the name of the Holder or its designee in restricted book-entry form in the Company’s

share register or (y) 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 by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company

of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number

of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the

“Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate

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

of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless

exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement

Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares

subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages

and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of

the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant

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

such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains

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

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

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

to 4:00 p.m. (New York City time) on the Trading Date prior to the Initial Exercise Date, which may be delivered at any time after the

Issue Date, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial

Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of

the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.

ii.

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

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

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

all other respects be identical with this Warrant.

iii.

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

2(d)(i) by the Warrant Share 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(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required

by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares

of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon

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

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

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

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

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

was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock

that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the

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

of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately

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

the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing

herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without

limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares

of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

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

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

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

by the Exercise Price or round up to the next whole share.

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 such Warrant Shares, all of which taxes and expenses shall be paid by the Company,

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

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

surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may

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

shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company

(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.

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

of this Warrant, pursuant to the terms hereof.

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

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

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

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

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

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

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

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

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

nonconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company or the

Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred

stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise

entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents”)) subject to a limitation on conversion

or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.

Except as set forth in the preceding sentence, for purposes of this Section 2(e), 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(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder

together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion

of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant

is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which

portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation

to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall

be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes

of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding

shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the

case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer

Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall

within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case,

the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities

of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number

of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number

of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise

of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this

Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock

outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder

and the provisions of this Section 2(e) shall continue to apply. Any increase 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(e) to correct this paragraph (or any portion hereof)

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

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

holder of this Warrant.

Section

3. Certain Adjustments.

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

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

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

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

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

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

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

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

shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the

aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective

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

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

[Reserved].

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,

issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record

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

upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had

held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise

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

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

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

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

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

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

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

Limitation).

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).

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

more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of

its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other

disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase

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

are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of

more than 50% of the outstanding Common Stock or more than 50% of the outstanding voting power of the common equity of the Company, (iv)

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

of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for

other securities, cash or property and, in connection with or following such reclassification, reorganization, recapitalization or share

exchange, any Person or group of Persons acquires more than 50% of the outstanding shares of Common Stock or more than 50% of the voting

power of the common equity of the Company, 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 more than

50% of the outstanding shares of Common Stock or more than 50% of the outstanding voting power of the common equity of the Company (each

a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right

to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental

Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number

of shares of Common Stock of the successor or acquiring corporation (or the ultimate parent thereof) 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(e) on the exercise of this Warrant). For purposes of any

such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based

on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company

shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different

components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to

be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives

upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental

Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations

of the Company under this Warrant in accordance with the provisions of this Section 3(e) 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 succeed to, and be substituted for (so that from

and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer

instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the

Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. Notwithstanding the

foregoing, in the event of a Change of Control, that is approved by the Company’s board of directors (and not for avoidance of

doubt if the Change of Control is not within the Company’s control), the Holder shall be entitled to receive from the Company or

any Successor Entity, as of the date of consummation of such Change of Control, the same type or form of consideration (and in the same

proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of

Common Stock of the Company in connection with the Change of Control, whether that consideration be in the form of cash, stock or any

combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration

in connection with the Change of Control. As used herein, “Black Scholes Value” means the value of this Warrant based

on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. determined as of the day of consummation

of the applicable contemplated Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding

to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental

Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from

the HVT function on Bloomberg L.P. (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following

the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation

shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration,

if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately

preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental

Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(e) and (D) a remaining

option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and

the Termination Date and (E) a zero cost of borrow. As used herein, “Change of Control” means any Fundamental Transaction

other than (i) any reorganization, recapitalization or reclassification of the 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,

(ii) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or (iii)

a merger in connection with a bona fide acquisition by the Company of any Person in which (x) the gross consideration paid, directly

or indirectly, by the Company in such acquisition is not greater than 20% of the Company’s market capitalization as calculated

on the date of the consummation of such merger and (y) such merger does not contemplate a change to the identity of a majority of the

board of directors of the Company. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this

Section 3(e) regardless of whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the

case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date

shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

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

the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount and

for any period of time deemed appropriate by the board of directors of the Company.

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

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

ii.

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

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

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

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

any reclassification of the Common Stock, any consolidation or merger to which the Company (and all of its Subsidiaries, taken as a whole)

is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the

Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,

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

Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the

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

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

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

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

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

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

share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the

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

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

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

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

expressly set forth herein.

Section

4. Transfer of Warrant.

Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,

in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written

assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient

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

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

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

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

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

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

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

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

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 original Issue Date and

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

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.

Section

5. Miscellaneous.

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

dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly

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

to Section 2(c) or to receive cash payments pursuant to Section 2(d)(iv) and Section 2(d)(v) herein, in no event shall the Company be

required to net cash settle an exercise of this Warrant.

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.

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

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

Day.

Authorized Shares.

The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a

sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with

the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all

such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any

applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants

that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise

of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly

issued, fully paid and nonassessable 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.

Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT

SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE

PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH PARTY AGREES THAT ALL LEGAL PROCEEDINGS CONCERNING THE INTERPRETATIONS, ENFORCEMENT AND

DEFENSE OF THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT (WHETHER BROUGHT AGAINST A PARTY HERETO OR THEIR RESPECTIVE AFFILIATES, DIRECTORS,

OFFICERS, SHAREHOLDERS, PARTNERS, MEMBERS, EMPLOYEES OR AGENTS) SHALL BE COMMENCED EXCLUSIVELY IN THE STATE AND FEDERAL COURTS SITTING

IN THE CITY OF NEW YORK. EACH PARTY 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 IMPROPER OR IS

AN INCONVENIENT VENUE FOR SUCH PROCEEDING. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING

SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH

EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS WARRANT AND AGREES THAT SUCH SERVICE SHALL

CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY

RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

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

the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

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

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision

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

damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,

but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting

any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice)

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

is delivered confirmed e-mail at the e-mail address specified in the books and records of the Company or the Transfer Agent prior to

5:30 P.M., New York City time, on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication

is delivered via confirmed e-mail at the e-mail address specified in the books and records of the Company or the Transfer Agent on a

day that is not a Trading Day or later than 5:30 P.M., New York City time, on any Trading Day, (iii) the Trading Day following the date

of mailing, if sent by nationally recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt

by the Person to whom such notice is required to be given, if by hand delivery. Notice to the Company shall be delivered, mailed or sent

to The Glimpse Group, Inc., at 15 West 38th St., 12th Floor, New York, New York 10018, Attention: Maydan Rothblum

and Lyron Bentovim, E-mail: Maydan@theglimpsegroup.com and Lyron@theglimpsegroup.com.

Warrant Agent. The Company shall initially serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the

Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or

any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to

which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall

be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice

of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address

as shown on the Warrant Register.

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

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

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

or by creditors of the Company.

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

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

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.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and

the Holder.

Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions

contained herein.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

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

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

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.

Electronic Execution. This Warrant may be delivered via facsimile, electronic mail (including .pdf or any electronic signature

complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission

method and any Warrant so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

THE

GLIMPSE GROUP, INC.

By:

Name:

Maydan Rothblum

Title:

Chief Financial Officer

NOTICE

OF EXERCISE

TO:

THE GLIMPSE GROUP, INC.

(1)

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

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

(2)

Payment shall take the form of (check applicable box):

[ ]

in lawful money of the United States; or

[ ]

if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3)

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

_________________________________________________

The

Warrant Shares shall be delivered to the following DWAC Account Number:

_________________________________________________

SIGNATURE

OF HOLDER]

Name

of Investing Entity: _______________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _________________________________________________

Name

of Authorized Signatory: ___________________________________________________________________

Title

of Authorized Signatory: ____________________________________________________________________

Date:

_______________________________________________________________________________________

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Address:

Dated: _______________ __, ______

Holder’s

Signature: _______________________________

Holder’s

Address: _______________________________

EX-4.2

Filename: ex4-2.htm · Sequence: 3

Exhibit

4.2

PRE-FUNDED

COMMON STOCK PURCHASE WARRANT

THE

GLIMPSE GROUP, INC.

Warrant

Shares: _______________

Issue

Date: May [*], 2026

THIS

PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________ or its

assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter

set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in

full (the “Termination Date”), to subscribe for and purchase from The Glimpse Group, Inc., a Nevada corporation (the

“Company”), up to [*] shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated

in this Section 1:

“Affiliate”

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

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

“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 the Common Stock is then listed on OTCQB or OTCQX, and 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 the Board of Directors in good faith.

“Board

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

“Business

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

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

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

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

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

are open for use by customers on such day.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Company or the 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, Common

Stock.

“Exchange

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

“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.

“Registration

Statement” means the Company’s registration statement on Form S-3 (File No. 333-291727).

“Securities

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

“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.

“Trading

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

“Trading

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

in question: the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the NYSE

American (or any successors to any of the foregoing).

“Transfer

Agent” means ClearTrust, LLC, the current transfer agent of the Company, with a mailing address of 16540 Pointe Village Dr.,

Suite 210, Lutz, Florida 33558 and an email address of inbox@cleartrusttransfer.com, and any successor transfer agent of 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

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

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

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is then listed on OTCQB or OTCQX, and 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 in good faith by the Board of Directors.

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 PDF

copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

Within the earlier of (i) two (2) Business Days 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 applicable and specified in the applicable Notice of Exercise.

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

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

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

been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading

Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases

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

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

maintain records showing the number of Warrant Shares purchased and the date of such purchases. This Warrant, as initially issued by

the Company, is offered and sold pursuant to the Registration Statement. As of the Initial Exercise Date, the Warrant Shares are issuable

under the Registration Statement. Accordingly, the Warrant and, assuming issuance pursuant to the Registration Statement or an exchange

meeting the requirements of Section 3(a)(9) of the Securities Act, the Warrant Shares are not “restricted securities” under

Rule 144 promulgated under the Securities Act as in effect on the Initial Exercise Date. The Company shall deliver any objection to any

Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant,

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

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

face hereof.

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. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, satisfy

its obligation to pay the Exercise Price through a “cashless exercise”, in which event the Company shall issue to the Holder

the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act equal to the quotient

obtained by dividing [(A-B) (X)] by (A), where:

(A)

= as applicable: (i)

the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both

executed and delivered pursuant to Section 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) 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.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. In the event that a

registration statement registering the issuance of Warrant Shares is, for any reason, not effective at the time of exercise of this Warrant,

then the Warrant may only be exercised through a cashless exercise, as set forth in this Section 2(c). The Company agrees not to take

any position contrary to this Section 2(c).

Mechanics of Exercise.

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

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

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant

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

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

pursuant to Rule 144 promulgated under the Securities Act or (C) this Warrant is being exercised via cashless exercise, and otherwise

by either (x) issuance of the Warrant Shares in the name of the Holder or its designee in restricted book-entry form in the Company’s

share register or (y) 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 by the date that is the earliest of (i) two (2) Business Days after the delivery to the Company

of the Notice of Exercise, (ii) one (1) Business Day after delivery of the aggregate Exercise Price to the Company and (iii) the number

of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the

“Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate

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

of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless

exercise) is received within the earlier of (i) two (2) Business Days and (ii) the number of Trading Days comprising the Standard Settlement