Form 8-K

8-K — CNS Pharmaceuticals, Inc.

Accession: 0001683168-26-003432

Filed: 2026-05-04

Period: 2026-05-04

CIK: 0001729427

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — cns_8k.htm (Primary)

EX-1.1 — PLACEMENT AGENCY AGREEMENT DATED MAY 4, 2026 (cns_ex0101.htm)

EX-4.1 — FORM OF PRE-FUNDED WARRANT (cns_ex0401.htm)

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT DATED MAY 4, 2026 (cns_ex1001.htm)

EX-10.2 — FORM OF REGISTRATION RIGHTS AGREEMENT DATED MAY 4, 2026 (cns_ex1002.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: cns_8k.htm · Sequence: 1

8-K

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0001729427

2026-05-04

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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):

May 4, 2026

___________________________

CNS Pharmaceuticals, Inc.

(Exact name of registrant as specified in its

charter)

___________________________

Nevada

001-39126

82-2318545

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

2100 West Loop South, Suite 900

Houston, Texas 77027

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (800) 946-9185

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))

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

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

Emerging growth company ☐

If an emerging growth company, indicate by

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

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

Securities registered pursuant to Section

12(b) of the Act:

Title of each class

Trading Symbols(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

CNSP

The NASDAQ Stock Market LLC

Item 1.01. Entry into a Material Definitive Agreement.

Private Offering

On May 4, 2026, CNS Pharmaceuticals, Inc. (the

“Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with institutional investors

(the “Investors”), pursuant to which the Investors purchased in a private placement: (i) 650,000 shares of the Company’s

common stock, $0.001 par value per share (“Common Stock”) at a purchase price of $2.30 per share; and (ii) pre-funded warrants

to purchase 9,143,479 shares of the Common Stock (the “Pre-Funded Warrants”) at a purchase price of $2.299 per Pre-Funded

Warrant (the “Offering”).

Subject to certain ownership limitations, the

Pre-Funded Warrants are exercisable immediately upon issuance into one share of Common Stock at an exercise price per share of $0.001

(as adjusted from time to time in accordance with the terms thereof) and expire once such Pre-Funded Warrant is fully exercised. The holder

of a Pre-Funded Warrant is prohibited from exercising any Pre-Funded Warrants to the extent that such exercise would result in the number

of shares of Common Stock beneficially owned by such holder and its affiliates exceeding 4.99% (or 9.99% as applicable) of the total 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 not to exceed 9.99%.

The closing of the Offering is expected to occur

on May 5, 2026 (the “Closing Date”), subject to customary closing conditions. The gross proceeds to the Company from the Offering

will be approximately $22.5 million, before deducting the Placement Agent’s fees and other offering expenses. The Company intends

to use the net proceeds from the Offering to identify, acquire, and advance new assets and for working capital and general corporate purposes.

In connection with the Purchase Agreement, the

Company entered into a Registration Rights Agreement (“Registration Rights Agreement”) and agreed to file a registration statement

(the “Registration Statement”) registering the resale of the Common Stock and the Common Stock underlying the Pre-Funded Warrants,

within 15 days following the Closing Date, and to use its best efforts to cause such Registration Statement to be declared effective by

the SEC within 60 days from the filing date of the Registration Statement (or 90 days from the filing date if the SEC reviews the Registration

Statement).

With limited exceptions, the Company has agreed

not to enter into or announce any transaction for the sale of any of its equity securities or securities convertible into its equity securities

for a period of 120 days from the effective date of the Registration Statement. In addition, the Company has agreed not to effect or enter

into an agreement to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for shares

of Common Stock involving a Variable Rate Transaction (as defined in the Agreement) until one year after the Closing Date; provided that

after 120 days from the effective date of the Registration Statement, the Company will be permitted to make sales under its existing “at-the-market

offering” sales agreement.

The Common Stock and Pre-Funded Warrants issued

in the Offering and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants were offered in a private placement under

Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder

and have not been registered under the Securities Act or applicable state securities laws.

On May 4, 2026, the Company entered into a placement

agency agreement (the “Placement Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”), pursuant

to which the Company agreed to pay the Placement Agent an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company

from the sale of the securities in the transaction. The Company also agreed to reimburse the Placement Agent for up to $75,000 for the

Placement Agent’s fees and expenses and up to $15,000 for non-accountable expenses.

The forms of the Securities Purchase Agreement,

the Registration Rights Agreement, the Placement Agreement, and the Pre-Funded Warrant are filed as Exhibits 10.1, 10.2, 1.1, and 4.1,

respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified

in their entirety by, such documents, which are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity

Securities.

The information set forth in Item 1.01 relating

to the Common Stock and Pre-Funded Warrants issued in the Offering and the shares issuable upon exercise of the Pre-Funded Warrants is

incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 4, 2026, Jerzy (George) Gumulka resigned

as a member of the Company’s Board of Directors (the “Board”). Mr. Gumulka’s

resignation from the Board was not a result of any disagreement with the Company on any matter relating to the Company's operations, policies

or practices.

On May 4,

2026, the Board agreed to appoint Michal Fisher as an independent member of the Company’s Board. Ms. Fisher is a senior life sciences

executive with over 15 years of experience spanning business development, corporate strategy, investor relations, and deal structuring

across biotech, pharma, and medtech. She has a proven track record of closing complex licensing transactions, raising capital, and building

global partnerships. Ms. Fisher is currently Chief Business Officer at BioGenCell, a biotechnology company developing an autologous cell

therapy for no-option Critical Limb-Threatening Ischemia, where she leads BioGenCell’s capital raising strategy to support a Phase

3 trial as well as commercial planning. From 2020 to 2025, Ms. Fisher was Head of Corporate Development at LifeSci Partners, an integrated

life sciences advisory firm, where she supported business development and growth of the entire LifeSci Partners platform, including LifeSci

Advisors, LifeSci Capital, LifeSci Ventures, LifeSci Consulting, and LifeSci Search. Earlier in her career, she was Head of Business Development

& Licensing at Neopharm, a multinational pharmaceutical company, and Head of Strategic Alliances and Corporate Development at SK Pharma.

Ms. Fisher holds a B.Sc. degree in Biotechnology and an M.A. in Law from Bar-Ilan University, bringing deep scientific fluency along with

financial acumen. Upon Ms. Fisher’s appointment, she will participate in the Company’s standard compensation program for non-employee

directors. There are no arrangements or understandings between Ms. Fisher and any other person pursuant to which Ms. Fisher was selected

as a director. There are no family relationships between Ms. Fisher and any director or executive officer of the Company, and Ms. Fisher

has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements

and Exhibits.

(d) Exhibits

Exhibit No.

Exhibit Description

1.1

Placement Agency Agreement dated May 4, 2026 by and between CNS Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners

4.1

Form of Pre-Funded Warrant

10.1

Form of Securities Purchase Agreement dated May 4, 2026

10.2

Form of Registration Rights Agreement dated May 4, 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.

CNS Pharmaceuticals, Inc.

By:

/s/ Rami Levin

Rami Levin

Chief Executive Officer and President

Dated: May 4, 2026

EX-1.1 — PLACEMENT AGENCY AGREEMENT DATED MAY 4, 2026

EX-1.1

Filename: cns_ex0101.htm · Sequence: 2

Exhibit 1.1

May 4, 2026

CNS Pharmaceuticals, Inc.

Attention: Rami Levin

2100 West Loop South, Suite 900

Houston, Texas

Dear Mr. Levin:

This letter (the “Agreement”)

constitutes the agreement between A.G.P./Alliance Global Partners (“A.G.P.” or the “Placement Agent”)

and CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), that the Placement Agent shall serve as the exclusive

placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed placement (the “Placement”)

of (i) shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”),

and (ii) pre-funded warrants (the “Pre-Funded Warrants” and together with the Shares, the “Securities”)

to purchase shares of Common Stock (the “Pre-Funded Warrant Shares”). The Securities actually placed by the Placement

Agent are referred to herein as the “Placement Agent Securities.” The terms of the Placement shall be mutually agreed

upon by the Company and the purchasers of the Securities (each, a “Purchaser” and collectively, the “Purchasers”),

and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchaser, or an

obligation for the Company to issue any Securities or complete the Placement. The Company expressly acknowledges and agrees that the Placement

Agent’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement

does not constitute a commitment by the Placement Agent to purchase the Securities and does not ensure the successful placement of the

Securities or any portion thereof or the success of the Placement Agent with respect to securing any other financing on behalf of the

Company. The Securities shall be offered and sold in a private placement under Section 4(a)(2) of the Securities Act and/or Regulation

D promulgated thereunder. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected dealers on its behalf

in connection with the Placement. Certain affiliates of the Placement Agent may participate in the Placement by purchasing some of the

Placement Agent Securities. The sale of Placement Agent Securities to any Purchaser will be evidenced by a securities purchase agreement

(the “Purchase Agreement”) between the Company and such Purchaser, in a form reasonably acceptable to the Company and

the Purchaser. Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement.

Prior to the signing of any Purchase Agreement, officers of the Company will be available to answer inquiries from the prospective Purchasers.

The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the

Placement.

SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS

OF THE COMPANY.

A. Representations of the

Company. With respect to the Placement Agent Securities, each of the representations and warranties (together with any related disclosure

schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement, is

hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement

and as of the date of the sale of the Placement Agent Securities (the “Closing Date”), hereby made to, and in favor

of, the Placement Agent, as applicable. In addition to the foregoing, the Company represents and warrants that (i) there are no affiliations

with any Financial Industry Regulatory Authority (“FINRA”) member firm among the Company’s officers, directors

or, to the knowledge of the Company, any five percent (5.0%) or greater stockholder of the Company, except as set forth in the Purchase

Agreement; (ii) neither the Company nor, to the Company’s knowledge, any Person acting on its behalf (other than the Placement Agent,

as to which no representation is made) has engaged in any form of general solicitation or general advertising (within the meaning of Rule

502(c) under the Securities Act) in connection with the offer or sale of the Securities; (iii) no registration under the Securities Act

is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated by the Purchase Agreement, and the

issuance and sale of the Securities is exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof and/or Regulation

D promulgated thereunder; (iv) the Company is eligible to register the resale of the Shares and the Pre-Funded Warrant Shares on Form

S-3 under the Securities Act and is not aware of any fact or circumstance that would reasonably be expected to prevent or materially delay

the filing or effectiveness of a Registration Statement on Form S-3 in accordance with the Registration Rights Agreement; and (v) neither

the Company nor, to the Company’s knowledge, any Covered Person (as that term is used in Rule 506(d) under the Securities Act) is

subject to any Disqualification Event (as defined in Rule 506(d) under the Securities Act) that would disqualify the Company from relying

on Rule 506 under the Securities Act for the offer and sale of the Securities. The Purchasers shall be third-party beneficiary of the

representations and warranties of the Company in subsections (ii)-(v) in this Section 1.A.

B. Covenants of the Company.

The Company covenants and agrees to continue to retain (i) a firm of Public Company Accounting Oversight Board independent registered

public accountants for a period of at least two (2) years after the Closing Date and (ii) a reputable transfer agent with respect to the

Common Stock for a period of two (2) years after the Closing Date, provided in each case that the Company is then subject to the reporting

requirement of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Furthermore, except as set forth

below, from the date hereof until one hundred and twenty (120) days after the Effective Date, without the prior written consent of the

Placement Agent, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or

proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or amendment or supplement

thereto, other than filing the registration statement as contemplated by the Registration Rights Agreement and a registration statement

on Form S-8 in connection with any employee benefit plan; provided, however, such restrictions shall not apply with respect to an Exempt

Issuance as defined in the Purchase Agreement; provided that (i) the issuance of securities pursuant to subsection (c) of the definition

of Exempt Issuance shall be limited to such convertible securities as have been disclosed in the SEC Reports; and (ii) the issuance of

securities pursuant to subsection (d) of the definition of Exempt Issuance shall be limited to issuances only to a Person (or to the equityholders

of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with

the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds. In addition,

from the date hereof until the one year anniversary of the Closing Date, the Company shall not effect or enter into an agreement to effect

any issuance of Common Stock or Common Stock Equivalents involving an at-the-market offering or Variable Rate Transaction (as defined

in the Purchase Agreement). No Variable Rate Transaction shall be an Exempt Issuance. Notwithstanding the foregoing, commencing on the

120th day following the Effective Date, the Company will be permitted to make any sales under any “at-the-market offering”

sales agreement with A.G.P./Alliance Global Partners. The Company agrees that if all or any portion of a Pre-Funded Warrant is exercised

at a time when there is an effective registration statement to cover the resale of the Pre-Funded Warrant Shares, or if such Pre-Funded

Warrant Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule

144 (assuming cashless exercise of the Pre-Funded Warrant), or if the Pre-Funded Warrant Shares may be sold under Rule 144 without the

requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Pre-Funded Warrant

Shares or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations

and pronouncements issued by the staff of the Commission) then such Pre-Funded Warrant Shares shall be issued free of all legends. The

Company shall not, prior to the Closing Date, and shall not, for so long as required to preserve the availability of the exemption from

registration under the Securities Act relied upon for the offer and sale of the Securities, directly or indirectly sell, offer for sale

or, solicit offers to buy, or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would

be integrated with the offer or sale of the Securities for purposes of the Securities Act or the rules and regulations promulgated thereunder,

including Regulation D. The Company shall file with the Commission a notice on Form D with respect to the offer and sale of the Securities

as required under Regulation D promulgated under the Securities Act, within the time period required by such Regulation D, and shall provide

a copy of such Form D to the Purchasers promptly upon filing. The Purchasers shall be third-party beneficiary of the covenants of the

Company in the preceding three sentences.

SECTION 2. REPRESENTATIONS OF THE PLACEMENT

AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii) is registered as a broker/dealer

under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the United States of America applicable to the offers and

sales of the Placement Agent Securities by the Placement Agent, (iv) is and will be a corporate body validly existing under the laws of

its place of incorporation, and (v) has full power and authority to enter into and perform its obligations under this Agreement. The Placement

Agent will immediately notify the Company in writing of any change in its status with respect to subsections (i) through (v) above. The

Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions

of this Agreement and the requirements of applicable law.

SECTION 3. COMPENSATION. In consideration

of the services to be provided for hereunder, the Company shall pay to the Placement Agent and/or its respective designees a cash fee

of 7.0% of the aggregate gross proceeds raised from the sale of the Placement Agent Securities. The Placement Agent reserves the right

to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by

FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require

adjustment.

SECTION 3A. TAIL FEE. Following the Termination

Date (as defined below), the Placement Agent shall be entitled to compensation under Section 3, calculated in the manner set forth therein,

with respect to any public or private offering or other financing or capital-raising transaction of any kind, but excluding the exercise

of any Pre-Funded Warrants in the Placement (“Tail Financing”) to the extent that such financing is both (i) provided

to the Company by investors that were contacted by the Placement Agent or directly or indirectly introduced by the Placement Agent to

the Company; and (ii) such Tail Financing is consummated at any time within the six (6) month period following the Termination Date. Within

five (5) days of the earlier of the Closing and the Termination Date, the Placement Agent will provide to the Company a list of investors

whom the Placement Agent has contacted or introduced to the Company in connection with the Placement. Notwithstanding anything to the

contrary herein, the compensation due hereunder shall expressly not include any stock or equity of the Company issued to its officers,

directors, employees, consultants, nor shall it include any securities issued to holders of the Company’s currently outstanding

options or warrants upon exercise thereof.

SECTION 4. EXPENSES. The Company agrees

to pay all costs, fees and expenses incurred by the Company in connection with the performance of its obligations hereunder and in connection

with the transactions contemplated hereby, including, without limitation: (i) all expenses incident to the issuance, delivery and qualification

of the Placement Agent Securities (including all printing and engraving costs); (ii) all fees and expenses of the registrar and transfer

agent of the Shares; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Placement

Agent Securities; (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other

advisors; (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration

Statement (including financial statements, exhibits, schedules, consents and certificates of experts), Preliminary Prospectus and the

Prospectus, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and

expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration

of) all or any part of the Placement Agent Securities for offer and sale under the state securities or blue sky laws or the securities

laws of any other country; (vii) the fees and expenses associated with including the Placement Agent Securities on the Trading Market;

(viii) up to $75,000 for the reasonable, documented, and accountable expenses related to legal fees of counsel to the Placement Agent

specifically incurred in connection with the Placement; and (ix) non-accountable expenses in an amount of not more than $15,000; provided,

that this sentence in no way limits or impairs the indemnification or contribution provisions contained herein. The Placement Agent reserves

the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be

made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of FINRA Rules or that the terms thereof

require adjustment.

SECTION 5. INDEMNIFICATION.

A. To the extent permitted by

law, with respect to the Placement Agent Securities, the Company will indemnify the Placement Agent and its affiliates, stockholders,

directors, officers, employees, members, counsel and controlling persons (within the meaning of Section 15 of the Securities Act or Section

20 of the Exchange Act) (each such person, an “Indemnified Person”) against all losses, claims, damages, expenses and

liabilities, as the same are incurred (including the reasonable and documented fees and expenses of counsel) (“Claims”),

relating to or arising out of its activities hereunder, its status, title or role as Placement Agent, pursuant to this Agreement, except

to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment

(not subject to appeal) by a court of law to have resulted from the Placement Agent’s fraud, willful misconduct, gross negligence,

recklessness, or violation of law or insofar as such Claims arise out of or are based upon an untrue statement or omission or alleged

untrue statement or omission in disclosure in the SEC Reports or the registration statement contemplated by the Registration Rights Agreement,

preliminary prospectus or the prospectus furnished to the Company in writing by the Placement Agent expressly for use therein. Notwithstanding

anything set forth herein to the contrary, the Company agrees to indemnify the Placement Agent and its counsel, Sullivan & Worcester

LLP, to the fullest extent set forth in this Section 5, against any and all claims asserted by any person or entity alleging that the

Placement Agent was not permitted or entitled to act as a placement agent herein, or that the Company was not permitted to hire or retain

the Placement Agent herein, including but not limited to any claims arising out of any purported right of first refusal another person

or entity claims to have to act as a placement agent or any similar role with respect to the Company or its securities.

B. Promptly after receipt by

the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which the Placement Agent is

entitled to indemnity hereunder, the applicable Placement Agent will notify the Company in writing of such claim or of the commencement

of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder,

except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company

so elects or is requested by the Placement Agent, the Company will assume the defense of such action or proceeding and will employ counsel

reasonably satisfactory to the applicable Placement Agent and will pay the reasonable fees and expenses of such counsel. Notwithstanding

the preceding sentence, the Placement Agent will be entitled to employ its own counsel separate from counsel for the Company and from

any other party in such action if counsel for the Placement Agent reasonably determines that it would be inappropriate under the applicable

rules of professional responsibility for the same counsel to represent both the Company and the Placement Agent. In such event, the reasonable

and documented fees and disbursements of no more than one (1) such separate counsel will be paid by the Company, in addition to fees of

local counsel. The Company will have the right to settle the claim or proceeding, provided that the Company will not settle any such claim,

action or proceeding without the prior written consent of the Placement Agent (which will not be unreasonably withheld or delayed) unless

such settlement provides for an unconditional and irrevocable release of the Indemnified Persons from any and all liability arising out

of such claim or proceeding.

C. The Company agrees to notify

the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding

relating to a transaction contemplated by this Agreement.

D. If for any reason the foregoing

indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then the Company shall contribute

to the amount paid or payable by the Placement Agent as a result of such losses, claims, damages or liabilities in such proportion as

is appropriate to reflect not only the relative benefits received by the Company on the one hand and the Placement Agent on the other,

but also the relative fault of the Company on the one hand and the Placement Agent on the other that resulted in such losses, claims,

damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses,

claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending

any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agent’s share of the liability

hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agent under this Agreement.

E. These indemnification provisions

shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the

termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party

under this Agreement or otherwise.

SECTION 6. ENGAGEMENT TERM. The Placement

Agent’s engagement hereunder will be until the earlier of (i) May 19, 2026, and (ii) the Closing Date (such earlier date, the “Termination

Date”). In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary

to terminate the engagement, the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement

hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section

4 hereof and fees and expenses with respect to the Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the

contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant

to Section 3 and Section 4 hereof and the provisions concerning confidentiality, indemnification and contribution, no fiduciary duty and

governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this

Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees or expenses due to the Placement Agent shall

be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed

as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the

Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

SECTION 7. PLACEMENT AGENT INFORMATION.

The Company agrees that any information or advice rendered by the Placement Agent in connection with this engagement is for the confidential

use of the Company only in their evaluation of the Placement and, except as otherwise required by law, the Company will not disclose or

otherwise refer to the advice or information in any manner without the Placement Agent’s prior written consent.

SECTION 8. NO FIDUCIARY RELATIONSHIP. This

Agreement does not create, and shall not be construed as creating rights enforceable by any person or entity not a party hereto, except

those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that the Placement Agent

is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or the creditors

of the Company or any other person by virtue of this Agreement or the retention of the Placement Agent hereunder, all of which are hereby

expressly waived.

SECTION 9. CLOSING. The obligations of

the Placement Agent, and the closing of the sale of the Placement Agent Securities hereunder, are subject to the accuracy, when made and

on the Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase Agreement,

to the performance by the Company of its obligations hereunder and in the Purchase Agreement, and to each of the following additional

terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent:

A. All corporate proceedings

and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement, the Placement

Agent Securities, and all other legal matters relating to this Agreement and the transactions contemplated hereby with respect to the

Placement Agent Securities shall have been completed or resolved in a manner reasonably satisfactory in all material respects to the Placement

Agent.

B. The Placement Agent shall

have received from the Company’s outside legal counsel, ArentFox Schiff LLP, such counsel’s written opinion with respect to

the Placement Agent Securities, addressed to the Placement Agent and dated as of the Closing Date, in form and substance reasonably satisfactory

to the Placement Agent.

C. [Reserved]

D. The Placement Agent shall

have received customary certificate of the Company’s Chief Executive Officer, as to the accuracy of the representations and warranties

contained in the Purchase Agreement, and a certificate of the Company’s secretary certifying (i) that each of the Company’s

charter documents are true and complete, have not been modified and are in full force and effect; (ii) that the resolutions of the Company’s

Board of Directors (or any authorized committee thereof) relating to the Placement are in full force and effect and have not been modified;

and (iii) as to the incumbency of the officers of the Company.

E. The Shares shall be registered

under the Exchange Act and, as of the Closing Date, the Common Stock and the shares issuable upon exercise of the Pre-Funded Warrants

shall be listed and admitted and authorized for trading on the Trading Market or other applicable U.S. national exchange and satisfactory

evidence of such action shall have been provided to the Placement Agent. The Company shall have taken no action designed to terminate,

or likely to have the effect of terminating, the registration of the Shares under the Exchange Act or delisting or suspending from trading

the Shares from the Trading Market or other applicable U.S. national exchange, nor has the Company received any information suggesting

that the Commission or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or

listing except as otherwise publicly disclosed.

F. No action shall have been

taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would,

as of the Closing Date, prevent the issuance or sale of the Placement Agent Securities or materially and adversely affect or potentially

and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any

federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale

of the Placement Agent Securities or materially and adversely affect or potentially and adversely affect the business or operations of

the Company.

G. The Company shall have entered

into a Purchase Agreement with each of the several Purchasers of the Placement Agent Securities and such agreements shall be in full force

and effect and shall contain representations, warranties and covenants of the Company as agreed upon between the Company and the Purchasers.

H. FINRA shall have raised no

objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition, the Company shall, if requested

by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s behalf, any filing with the FINRA

Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all filing fees required in connection

therewith.

I. The Placement Agent shall

have received an executed lock-up agreement from each of the Company’s executive officers and directors prior to the Closing Date.

J. The Placement Agent shall

have received an executed FINRA questionnaire from each of the Company and the Company’s executive officers, directors and 5% or

greater securityholders.

If any of the conditions specified

in this Section 9 shall not have been fulfilled when and as required by this Agreement, all obligations of the Placement Agent hereunder

may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the

Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

SECTION 10. GOVERNING LAW. This Agreement

will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed

entirely in such State, without regard to its conflict of laws principles. This Agreement may not be assigned by either party without

the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and

their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement

or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts

of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this Agreement, the

Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts.

Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action

or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for

notices to it under this Agreement 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. If either party

shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding

shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation

and prosecution of such action or proceeding.

SECTION 11. ENTIRE AGREEMENT/MISCELLANEOUS.

This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings,

relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect,

such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in

full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by

both the Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the

Closing Date of the Placement and delivery of the Placement Agent Securities for three years after the Closing Date. This Agreement may

be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become

effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need

not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature

shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force

and effect as if such facsimile or .pdf signature page were an original thereof.

SECTION 12. 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 sent to the email address specified on the

signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the next business day after the date of

transmission, if such notice or communication is sent to the email address on the signature pages attached hereto on a day that is not

a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third business day following the date of mailing,

if sent by an internationally recognized air courier service, or (d) upon actual receipt by the party to whom such notice is required

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

SECTION 13. PRESS ANNOUNCEMENTS. The Company

agrees that the Placement Agent shall, on and after the Closing Date, have the right to reference the Placement and the Placement Agent’s

role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial

and other newspapers and journals, in each case at its own expense.

[Signature Page Follows]

Please confirm that the foregoing

correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this Agreement.

Very truly yours,

A.G.P./ALLIANCE GLOBAL PARTNERS

By:

/s/ Thomas J. Higgins

Name:

Thomas J. Higgins

Title:

Managing Director

Address for Notice:

590 Madison Avenue 28th Floor

New York, New York 10022

Attn: Thomas J. Higgins

Email: thiggins@allianceg.com

Accepted and Agreed to as of

the date first written above:

CNS PHARMACEUTICALS, INC.

By:

/s/ Rami Levin

Name:

Rami Levin

Title:

President & CEO

Address for Notice:

2100 West Loop South, Suite 900

Houston, Texas

Attn:

[Signature Page to Placement Agency Agreement]

EX-4.1 — FORM OF PRE-FUNDED WARRANT

EX-4.1

Filename: cns_ex0401.htm · Sequence: 3

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES FOR

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

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

AND, ACCORDINGLY, NEITHER MAY 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.

FORM

OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT

CNS

PHARMACEUTICALS, INC.

Warrant Shares: [__]

Initial Exercise Date: [__], 2026

Issue Date: [__], 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”) and until this Warrant is exercised in full (the “Termination

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

up to [__] shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder,

the “Warrant Shares”). 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 [__], 2026, among the Company and each purchaser

signatory thereto.

Section 2.

Exercise.

a) Exercise of Warrant.

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

Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed 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. For the avoidance

of doubt, there is no circumstance that would require the Company to net cash settle this Warrant.

b) 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, including in the event this Warrant shall not have been exercised prior to the Termination Date. The remaining unpaid

exercise price per Warrant Share under this Warrant shall be $0.001, subject to adjustment hereunder (the “Exercise Price”).

c) Cashless Exercise.

This Warrant may be exercised, in whole or in part, by means of a “cashless exercise” in which the Holder shall be entitled

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

(A)

as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) 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. (“Bloomberg”) 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, 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.

If 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 this Warrant. The Company agrees not to take any position contrary to this Section

2(c), except to the extent required by applicable law, rules, or regulations.

“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 (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 not then listed or quoted on a Trading Market and if prices for the

Common Stock are then reported on OTCQB or OTCQX and OTCQB or OTCQX, as applicable, is not a Trading Market, the VWAP 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.

“Trading Day”

means any day on which the Trading Market is open for trading, including any day on which the Trading Market is open for trading for a

period of time less than the customary time.

“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 (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 not then listed or quoted on a Trading Market and

if prices for the Common Stock are then reported on OTCQB or OTCQX, and OTCQB or OTCQX, as applicable, 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 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.

d) Mechanics of Exercise.

i. 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

or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate representing the Warrant

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

forth in the Notice of Exercise to the address specified by the Holder in such Notice of Exercise by the date that is the earliest of

(i) one (1) Trading Day 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) one (1) Trading Day 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 third 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 (which may be the

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 9:00 a.m. (New York City time) on the Initial Exercise

Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver, or cause

to be delivered, 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 will be less than the

amount stated on the face hereof.

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 that 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 Warrant Shares 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

this 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 Warrants 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 this Warrant as required pursuant to the terms

hereof.

v. 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 that the Holder would otherwise be entitled to purchase upon such exercise, the Company shall round up to the next

whole share of Common Stock.

vi. Charges, Taxes and

Expenses. The issuance and delivery of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or

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

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

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

surrendered for exercise shall be accompanied by the Assignment Form, attached hereto as Exhibit B, 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 that prevents the timely exercise of this Warrant, pursuant

to the terms hereof.

e) 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 (i) the Holder’s Affiliates, (ii) any other Persons acting as a

group together with the Holder or any of the Holder’s Affiliates, and (iii) any other Persons whose beneficial ownership of Common

Stock would be aggregated with the Holder’s for the purposes of determination of beneficial ownership pursuant to Section 13(d)

and Rule 13d-3 of the Exchange Act (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 Warrant Shares issuable upon exercise of this

Warrant with respect to which such determination is being made, but shall exclude the number of Warrant Shares that 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 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 and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership

Limitation, except to the extent the Holder has detrimentally relied on the number of outstanding shares of Common Stock that was provided

in writing by the Company. In addition, a determination as to any group status as contemplated above shall be determined in accordance

with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation

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

with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding shares of Common Stock that

was provided by the Company. 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 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 [4.99/9.99]%

of the Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares 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 9.99% of the Common Stock outstanding immediately after giving effect

to the issuance of Warrant Shares 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 not 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) that 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. To the extent that this Warrant

is unexercisable as a result of the Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Holder.

Section 3.Certain Adjustments.

a) 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 Warrant Shares 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 remains 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.

b) Reserved.

c) 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 that 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).

d) 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 on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares

of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent

that the Holder’s right to participate in any such Distribution would result in the Holder 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).

e) 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 in which the Company is not the surviving entity, (ii) the Company,

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

all of the Company’s 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 voting

power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,

reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively

converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related

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

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

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

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

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

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

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

receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable

immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(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 and the other Transaction Documents 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 that

is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the

shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this

Warrant) prior to such Fundamental Transaction, and with an exercise price that 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 that 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 and the other Transaction

Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power

of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the

same effect as if such Successor Entity had been named as the Company herein.

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, if any) issued and outstanding.

g) Notice to Holder.

i. Adjustment to Exercise

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

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

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

ii. Notice to Allow Exercise

by Holder. If, while this Warrant is outstanding, (A) the Company declares a dividend (or any other distribution in whatever form)

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

authorizes the granting to all holders of shares 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 stockholders of the Company is required in connection with a Fundamental

Transaction, or (E) the Company authorizes 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 five (5) Trading Days prior to the applicable record or effective date hereinafter specified,

a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants,

or if a record is not to be taken, the date as of which the holders of the shares of Common Stock of record to be entitled to such dividend,

distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger,

sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the

shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable

upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that 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; and provided, further, that no notice shall be required if the information is disseminated in a press release or a document filed

with the Commission. 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.

iii. Voluntary Adjustment

by the Company. Subject to the rules and regulations of the Trading Market on which the Common Stock is then listed, 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.

Section 4. Transfer

of Warrant.

a) Transferability.

Subject to compliance with applicable securities laws, 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 on the date on which the Holder delivers an assignment form to the

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

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

b) New Warrants. Subject

to compliance with applicable securities laws, 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 that 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 Issue Date

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) Transfer Restrictions.

If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not

be (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 shall cause Company Counsel to provide an opinion of counsel, the form and substance of which opinion shall be

reasonably satisfactory to the transferor, to the effect that such transfer does not require registration under the Securities Act. As

a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Warrant.

e) Representation by the

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

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

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

sales registered or exempted under the Securities Act.

Section 5.Miscellaneous.

a) 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)(i) or 2(d)(iv) herein, in no event shall the Company be required to net cash settle an

exercise of this Warrant.

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 this 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 Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading Day.

d) Authorized Shares.

The Company covenants that,

during the period this Warrant is outstanding, it will reserve from its authorized and unissued shares of Common Stock a sufficient number

of shares to provide for the issuance of the Warrant Shares underlying 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 this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares

may be issued and delivered 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 that may be issued and delivered upon

the exercise of this Warrant will, upon exercise of 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 shares of Common Stock 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 shares of Common Stock upon the exercise of this Warrant and (iii) use best 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 that

would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company

shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or

bodies having jurisdiction thereof.

e) Jurisdiction. All

questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with

the provisions of the Purchase Agreement.

f) 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.

g) Nonwaiver and Expenses.

No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right

or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Purchase

Agreement, if the Company fails to comply with any provision of this Warrant, the Company shall pay to the Holder such amounts as shall

be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate

proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers

or remedies hereunder.

h) Notices. Any notice,

request or other document required or permitted to be given or delivered hereunder shall be delivered in accordance with the notice provisions

of the Purchase Agreement.

i) Limitation of Liability.

No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no

enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of

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

j) Remedies. The Holder,

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

of its rights under this Warrant (without posting a bond or other security). 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. Remedies provided for in this Warrant

or any other Transaction Document shall be cumulative and in addition to all other remedies available under this Warrant, any other Transaction

Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief).

k) Successors and Assigns.

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

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

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

or holder of Warrant Shares.

l) Amendment. This

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

m) Severability. Wherever

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

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

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

n) Headings. The headings

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

o) Currency. All dollar

amounts referred to in this Warrant are in United States Dollars (“U.S. Dollars”). All amounts owing under this Warrant

shall be paid in U.S. Dollars. All amounts denominated in other currencies shall be converted in the U.S. Dollar equivalent amount in

accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount of currency

to be converted into U.S. Dollars pursuant to this Warrant, the U.S. Dollar exchange rate as published in the Wall Street Journal (New

York edition) on the relevant date of calculation.

p) Exercise Procedures.

The form of Notice of Exercise included herein sets forth the totality of the procedures required of the Holder in order to exercise this

Warrant. No additional legal opinion, other information, or instructions shall be required of the Holder to exercise this Warrant. Without

limiting the preceding sentences, 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 in order to exercise this Warrant. The Company shall honor exercises

of this Warrant and shall deliver Warrant Shares in accordance with the terms, conditions, and time periods set forth herein and in the