Form 8-K

8-K — Ensysce Biosciences, Inc.

Accession: 0001493152-26-015602

Filed: 2026-04-08

Period: 2026-04-07

CIK: 0001716947

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.3 (ex3-3.htm)

EX-4.1 (ex4-1.htm)

EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001716947

2026-04-07

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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)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 7, 2026 (April 6, 2026)

Ensysce

Biosciences, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-38306

82-2755287

(State

or other jurisdiction

incorporation or organization)

(Commission

File

Number)

(I.R.S.

Employer

Identification

Number)

7946

Ivanhoe Avenue, Suite 201

Jolla, California

92037

(Address

of principal executive offices)

(Zip

Code)

(858)

263-4196

Registrant’s

telephone number, including area code

N/A

(Former

name or former address, if changed since last report)

Check

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

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

ENSC

The

Nasdaq Stock Market LLC

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

previously reported in a Current Report on Form 8-K filed on November 17, 2025, on November 13, 2025, Ensysce Biosciences, Inc. (the

“Company” or “we”) entered into a Securities Purchase Agreement (the “Purchase

Agreement”) directly with an institutional investor (the “Purchaser”). On April 6, 2026 (the

“Closing Date”), pursuant to the Purchase Agreement and Subsequent Purchase Notice, the Company privately issued

and sold (i) 2,000 shares (the “Shares”) of Series B preferred stock of the Company, par value $0.0001 per

share (the “Preferred Stock”), (ii) up to 4,363,636 shares of common stock of the Company, par value $0.0001

per share (the “Common Stock”) to be issued upon conversion of the Preferred Stock, and (iii) warrants to purchase

up to 8,727,273 shares of Common Stock (the “Warrants”), all subject to adjustment, for gross proceeds of $2

million before the deduction of fees and offering expenses (the “Offering”). The Company also issued Warrants

to purchase up to 261,818 shares of Common Stock to designees of its financial advisor on similar terms as those warrants issued to the

designees in November 2025.

Capitalized

terms used herein but not defined will have the meaning ascribed to such terms in the Purchase Agreement.

connection with the Purchaser agreeing to invest $2 million, the Company agreed to amend the Certificate of Designation of Series B Preferred

Stock (the “Certificate of Designation”) to increase the stated value per share of its Series B Preferred Stock

from $1,100 to $1,200 and agreed to issue 8,727,273 Warrants in connection with the Subsequent Purchase Notice received from the Purchaser

on April 2, 2026.

The

Warrants have an exercise price of $0.55, subject to adjustment (the “Exercise Price”), and are exercisable

at any time after the date of issuance, with Warrants for 4,363,637 shares exercisable for 18 months after the date of issuance and Warrants

for 4,363,636 shares exercisable for five years after the date of issuance. The Warrants are subject to contain customary anti-dilution

adjustments to the Exercise Price, including for share splits, share dividends, rights offering and pro rata distributions. The Exercise

Price is also subject to adjustment (i) in the event we sell or grant any option to purchase or sell or grant any right to reprice, or

otherwise dispose of or issue (or announce any sale, grant or any option to purchase or other disposition), any Common Stock or Common

Stock Equivalents (other than certain exempt issuances) for, or entitling any Person to acquire shares of Common Stock at, an effective

price per share that is lower than the Exercise Price then in effect, then the Exercise Price will be reduced to that lower price and

(ii) the event of any stock dividend and split, reverse stock split, recapitalization, reorganization, or similar transaction, then an

adjustment will be made as described in the Warrants. Pursuant to the terms of the Warrants, our issuances of shares of Common Stock

at prices per share below the Exercise Price (including issuances pursuant to the Purchase Agreement or Subsequent Purchase Notice) will

result in an adjusted exercise price of the Warrants lower than the Exercise Price. In the event we grant rights to purchase stock, warrants

or other property pro rata to the record holders of our Common Stock (“Purchase Rights”), then each investor

will also be able to obtain those Purchase Rights. In the event we declare or make a dividend or other distribution of our assets to

the holders of Common Stock (a “Distribution”), then each investor will be entitled to participate in the Distribution

as if the investor held the number of shares of Common Stock acquirable upon a complete exercise of the Warrant. Unexercised Warrants

have special cashout provisions in the event that we enter into a change of control transaction.

the Offering, the conversion price per share of Preferred Stock is also $0.55 (the “Conversion Price”), subject

to adjustment. Following the November 2025 sale, pursuant to the adjustment provisions in the Certificate of Designation, the Conversion

Price has been reduced significantly as of the Closing Date.

The

Company has agreed to file a registration statement providing for the resale of shares of Common Stock issuable upon conversion of the

Preferred Stock and exercise of the Warrants within three business days after the Closing Date.

holder of a Warrant will not have the right to exercise any portion of its Warrants if the holder, together with its affiliates, would

beneficially own in excess of 4.99% (or 9.99% at the election of the holder prior to the date of issuance) of the number of shares of

Common Stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”);

provided, however, that upon 61 days’ prior notice to the Company, the holder may increase or decrease the Beneficial Ownership

Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%.

the Purchase Agreement, subject to certain limited exceptions, we agreed that so long as the Purchaser holds Preferred Stock having an

aggregate stated value of $100,000, subject to certain limited exceptions, we will not (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, (ii) file any registration statement

or any amendment or supplement thereto, other than as contemplated pursuant to a registration rights agreement that we signed with the

Purchaser (other than amendments and supplements to registration statements as may be necessary to update such registration statements

or keep such registration statements effective), (iii) effect or enter into an agreement to effect any issuance of Common Stock or Common

Stock Equivalents involving a Variable Rate Transaction, as defined below, and (iv) because Stockholder Approval has been obtained, issue

Common Stock or Common Stock Equivalents which would cause any adjustment of the Conversion Price or the Exercise Price to the extent

the holders of Preferred Stock would not be permitted to convert their respective outstanding Preferred Stock or exercise their respective

Warrants in full.

“Variable

Rate Transaction” means a transaction in which we (i) issue or sell any debt or equity securities that are convertible into, exchangeable

or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price

or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock

at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is

subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified

or contingent events directly or indirectly related to our business or the market for the Common Stock or (ii) enter into, or effect

a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”,

whereby we may issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been

issued and regardless of whether such agreement is subsequently canceled; provided that our entry into an equity line of credit agreement

and issuances of Common Stock or Common Stock Equivalents pursuant to such agreement shall not constitute “Variable Rate Transactions”

to the extent that such agreements are entered into with the Purchaser.

currently intend to use the net proceeds from the Offering, estimated to be approximately $1.9 million, for general corporate purposes,

which will include continued development of our TAAP and MPAR® programs, and for working capital.

The

securities issued in the Offering are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of

1933, as amended (the “Securities Act”) and Rule 506(b) promulgated thereunder.

The

Offering closed on the Closing Date. The Purchase Agreement was previously filed, and the Subsequent Purchase Notice has been filed as

an exhibit to this Current Report on Form 8-K to provide investors and stockholders with information regarding the terms of those agreements.

It is not intended to provide any other information about the parties to the Purchase Agreement or Subsequent Purchase Notice, or any

of their respective affiliates. The representations, warranties and covenants in the Purchase Agreement and Subsequent Purchase Notice

were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to that agreement

and may be subject to limitations agreed upon by the parties. The representations and warranties may have been made for the purposes

of allocating contractual risk between the parties to the Purchase Agreement and Subsequent Purchase Notice instead of establishing these

matters as facts and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors.

Investors are not third-party beneficiaries under the Purchase Agreement or Subsequent Purchase Notice. Accordingly, the representations,

warranties and covenants may not accurately represent the current state of the Company’s affairs at any time.

The

foregoing descriptions of the Purchase Agreement, the Subsequent Purchase Notice, the Preferred Stock and the Warrants are subject to,

and qualified in their entirety by reference to the full text of the documents, copies of which (or forms thereof) are attached hereto

as Exhibits 3.1, 3.2, 3.3, 4.1, 4.2, 10.1 and 10.2, and are incorporated herein by reference.

Item

3.02 Unregistered Sales of Equity Securities.

The

information contained in Item 1.01 of this Current Report on Form 8-K about the Offering is hereby incorporated by reference into this

Item 3.02. Based in part upon the representations of the Purchaser in the Purchase Agreement, the offer and sale of securities in the

Offering are exempt from registration under Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D promulgated under the Securities

Act, and corresponding provisions of state securities or “blue sky” laws. The offer and sale of the securities in the Offering

have not been registered under the Securities Act or any state securities laws and the Securities may not be offered or sold in the United

States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption

from the registration requirements. The sale of such securities did not involve a public offering and was made without general solicitation

or general advertising. In the Purchase Agreement, the Purchaser represented, among other things, that it is and, on each date on which

it converts any shares of Preferred Stock or exercises any Warrants, will be either (i) an accredited investor, as such term is defined

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

under the Securities Act, and it is acquiring the shares of Common Stock exercisable through the Warrants or converted from Preferred

Stock for investment purposes only and not with a view to any resale, distribution or other disposition of such shares of Common Stock

in violation of the United States federal securities laws.

This

Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor

shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item

8.01 Other Events.

April 7, 2026, the Company issued a press release announcing the Offering. The full text of the press release is attached as Exhibit

99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Forward-Looking

Statements

This

report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities

Exchange Act of 1934, as amended. These statements may be made directly in this report. Some of the forward-looking statements can be

identified by the use of forward-looking words. Statements that are not historical in nature, including the words “anticipate,”

“expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,”

“targets,” “projects,” “should,” “could,” “would,” “may,” “will,”

“forecast” and other similar expressions are intended to identify forward-looking statements. All forward-looking statements

are based upon management estimates and forecasts and reflect the views, assumptions, expectations, and opinions of the Company as of

the date of this report, and may include, without limitation, changes in general economic and political conditions, all of which are

accordingly subject to change. Any such estimates, assumptions, expectations, forecasts, views or opinions set forth in this report constitute

the Company’s judgments and should be regarded as indicative, preliminary and for illustrative purposes only. The forward-looking

statements and projections contained in this report are subject to several factors, risks and uncertainties, some of which are not currently

known to the Company, that may cause the Company’s actual results, performance or financial condition to be materially different

from the expectations of future results, performance of financial condition. Although such forward-looking statements have been made

in good faith and are based on assumptions that the Company believes to be reasonable, there is no assurance that the expected results

will be achieved. The Company’s actual results may differ materially from the results discussed in forward-looking statements.

Additional information on factors that may cause actual results and the Company’s performance to differ materially is included

in the Company’s filings with the SEC. Copies of such filings with the SEC are available publicly on the SEC’s website at

www.sec.gov or may be obtained by contacting the Company. Readers are cautioned not to place undue reliance upon any forward-looking

statements, which speak only as of the date made. These forward-looking statements are made only as of the date hereof, and the Company

does not undertake any obligations to update or revise the forward-looking statements, whether as a result of new information, future

events or otherwise, except as required by law.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

3.1

Certificate of Designation of Series B Preferred Stock including Certificate of Correction (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed November 17, 2025)

3.2

Certificate of Correction to Certificate of Designation of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed March 23, 2026.

3.3

Certificate of Amendment to Certificate of Designation of Series B Preferred Stock

4.1

Forms of Warrants issued in the Offering that occurred on April 6, 2026

4.2

Form of Warrant issued to a financial advisor (incorporated by reference to Exhibit 4.24 of the Registration Statement on Form S-3 (SEC File No. 333-291892) filed December 2, 2025)

10.1

Securities Purchase Agreement, dated as of November 13, 2025, between the Company and the purchaser thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed November 17, 2025)

10.2

Subsequent Purchase Notice, dated as of April 2, 2026, between the Company and the purchaser thereto

99.1

Press Release dated April 7, 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, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

Dated:

April

7, 2026

Ensysce

Biosciences, Inc.

By:

/s/

Lynn Kirkpatrick

Name:

Dr.

Lynn Kirkpatrick

Title:

President

and Chief Executive Officer

(Principal

Executive Officer)

EX-3.3

Filename: ex3-3.htm · Sequence: 2

Exhibit

3.3

EnSYSCE

BIOSCIENCES, INC.

Certificate

of Amendment

Certificate

of designation

series

B preferred stock

Ensysce

Biosciences, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation

Law of the State of Delaware (“DGCL”), DOES HEREBY CERTIFY:

FIRST:

On November 12, 2025, the Board of Directors of the Corporation duly approved resolutions designating as “Series B Preferred Stock”

(the “Series B Preferred”) an aggregate of 1,500,000 of the shares of preferred stock that the Company is authorized

to issue pursuant to its Third Amended and Restated Certificate of Incorporation, as amended (as amended the “Certificate of

Incorporation”), all as set forth in the Certificate of Designation of Series B Preferred Stock of Ensysce Biosciences, Inc.

filed with the Secretary of State of the State of Delaware on November 14, 2025 (the “Series B Certificate of Designation”).

SECOND:

Pursuant to Sections 151, 228 and 242 of the DGCL, the Certificate of Incorporation and the Series B Certificate of Designation, on April

2, 2026, the Board of Directors of the Corporation adopted and approved the following resolution and on April 2, 2026 the sole holder

of Series B Preferred consented to such resolution, with the effect of amending the Certificate of Designation as follows:

RESOLVED,

that the definition of Stated Value in section 34 of the Series B Certificate of Designation is amended and restated in its entirety

to read as follows:

““Stated

Value” shall mean $1,200 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations,

reclassifications, combinations, subdivisions or other similar events occurring after the Initial Issuance Date with respect to the Preferred

Shares.”

*****

WITNESS WHEREOF, Ensysce Biosciences, Inc. has caused this Certificate of Amendment to Certificate of Designation of Series B Preferred

Stock to be duly executed by the undersigned duly authorized officer as of this second day of April 2026.

ENSYSCE BIOSCIENCES, INC.

By:

/s/

Lynn Kirkpatrick

Lynn

Kirkpatrick

Chief

Executive Officer

[Signature

Page to Certificate of Amendment to Certificate of Designation]

EX-4.1

Filename: ex4-1.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, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

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

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

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON

STOCK PURCHASE WARRANT

Ensysce

Biosciences, Inc.

Warrant

Shares: 4,363,637

Issue

Date: April 6, 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, 3i, LP 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 after the

date hereof (the “Initial Exercise Date”) and expiring at 5:00 p.m. (New York City time) on the eighteen-month anniversary

of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Ensysce

Biosciences Inc, a Delaware corporation (the “Company”), up to 4,363,637 shares (as subject to adjustment hereunder,

the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be

equal to the Exercise Price, as defined in Section 2(b). The Warrant Shares issued hereunder shall be registered pursuant to a Registration

Statement filed with the Securities and Exchange Commission within three business days of the date hereof such that the Warrant Shares

shall be freely tradable The Company shall use its best efforts to cause the Registration Statement to be declared effective, but in

no event later than the date that is forty-five (45) days from the Initial Exercise Date and thereafter take such actions as are required

to maintain the effectiveness of such Registration Statement so long as this Warrant remains outstanding.

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain

Securities Purchase Agreement (the “Securities Purchase Agreement”), dated November 13, 2025, between the Company

and the purchaser signatory thereto, as amended and supplemented by that certain writing between the Company and the purchaser dated

April 2, 2026.

Section

2. Exercise.

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

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

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

Within the earlier of (i) 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

shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless

the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice

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

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

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

in which case, the Holder shall surrender this Warrant to the Company for cancellation within 5 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) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and

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

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

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.55 subject to adjustment hereunder

(the “Exercise Price”).

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus

contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole

or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant

Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

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

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

and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined

in Rule 600(b) 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 of this Warrant, as adjusted hereunder; and

(X)

the

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

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

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

Securities Act, the holding period of the Warrant Shares

being issued may be tacked on to the holding period of this Warrant. The Company agrees not to

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

“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 OTCQB or OTCQX is not a Trading Market, the volume weighted average price

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

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good

faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the reasonable

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

“VWAP”

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

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 OTCQB or OTCQX is not a Trading Market, the volume weighted average price

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

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good

faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the reasonable

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

Notwithstanding

anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant

to this Section 2(c).

Mechanics of Exercise.

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

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

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

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

or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming

cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in the Company’s share register

in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise

to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the

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

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

(such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed

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

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

case of a cashless exercise) is received within the earlier of (i) two (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 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.

ii.

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

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

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

all other respects be identical with this Warrant.

iii.

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

2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

vi.

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

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

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

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

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

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

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

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

vii.

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

of this Warrant, pursuant to the terms hereof.

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

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

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

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

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

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

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

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

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

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

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

Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership

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

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

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

that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to

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

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

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

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

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

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

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

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

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

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

a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then

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

or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date

as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”

shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common

Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership

Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number

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

this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership

Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this

paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct

this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein

contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained

in this paragraph shall apply to a successor holder of this Warrant.

Section

3. Certain Adjustments.

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

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

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

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

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

Common Stock any shares of capital stock of the Company, then in each case the Exercise Price and the Fixed Price shall be multiplied

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

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

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

of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the

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

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

Subsequent Equity Sales.

during such time as this Warrant is outstanding, the Company sells or grants any option to purchase or sells or grants any right to reprice,

or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or

Common Stock Equivalents (other than Exempt Issuances) for, or entitling any Person to acquire shares of Common Stock at, an effective

price per share that is lower than the Exercise Price then in effect (such lower price, the “Dilutive Issuance Price”

and such issuances, collectively, “Dilutive Issuances”) (it being understood and agreed that if any holder of the

Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions,

floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection

with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price,

such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective

price), then the Exercise Price shall be reduced to such lower Dilutive Issuance Price; provided, further that if any such Diluted Issuance

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

Price of this Warrant on the Issue Date for the Warrant Shares then outstanding shall remain unchanged. Each and any reduction of the

Exercise Price hereunder shall be made whenever the relevant Common Stock or Common Stock Equivalents are issued. The Company shall notify

the Holder in writing, no later than the first Trading Day following the issuance of any Common Stock or Common Stock Equivalents constituting

a Dilutive Issuance under this subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price,

exchange price, conversion price and other pricing terms (such notice, a “Dilutive Issuance Notice”). For purposes

of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of

any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Dilutive Issuance Price regardless

of whether the Holder accurately refers to the Dilutive Issuance Price in the Notice of Exercise.

Subsequent

Rights Offerings. If at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants,

securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”),

then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the

Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant

(without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately

before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the

date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights

(provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result

in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right

to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase

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

Holder exceeding the Beneficial Ownership Limitation);

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

other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital

or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,

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

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

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

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

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

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

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

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

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

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

in the Holder exceeding the Beneficial Ownership Limitation).

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

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

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

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

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

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

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

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

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

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

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

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

than 50% of the voting power of the common equity of the Company (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. Notwithstanding anything to the contrary,

in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s or the

Successor Entity’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental

Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from

the Holder by paying to the Holder an amount of cash equal to $0.20 per Warrant share (subject to any adjustment for reverse and forward

stock splits, stock dividends, stock combinations and other similar transactions and other similar transactions of the Common Stock that

occur after the date of the Securities Purchase Agreement) (the “Fixed Price”) of the remaining unexercised portion

of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that if, at any time during the period

commencing on the later of the date of consummation of the Fundamental Transaction and the date of the public announcement of the applicable

Fundamental Transaction and ending on 30 days after the consummation of such Fundamental Transaction (the “FT Window”), a

Free Trading Impairment (as defined below) exists with respect to any portion of the Warrant Shares issuable upon exercise of this Warrant,

then, solely with respect to such portion of the Warrant for which a Free Trading Impairment exists, the per-Warrant-Share purchase price

payable to the Holder pursuant to this paragraph shall be equal to the Black Scholes Value (as defined below) rather than the Fixed Price.

“Free Trading Impairment” means the occurrence of any of the following conditions during the FT Window: (i) there is no effective

registration statement registering the resale of the Warrant Shares by the Holder; (ii) the Common Stock is suspended from trading on,

or has been delisted from, its principal Trading Market; (iii) the Company has failed to maintain a transfer agent that is a participant

in the FAST program as required pursuant to Section 2(d)(i); or (iv) any applicable law, rule or regulation of the principal Trading

Market, or any stop order or other action by the Commission or any other governmental authority, prevents or restricts the Holder from

exercising this Warrant and freely selling, transferring or otherwise disposing of the Warrant Shares issuable upon such exercise. For

the avoidance of doubt, the existence of a Free Trading Impairment with respect to any portion of the unexercised Warrant shall not affect

the application of the Fixed Price to any other portion of the unexercised Warrant for which no Free Trading Impairment exists, it being

the intent of the parties that the Fixed Price shall apply only to the extent the Holder has or had a genuine, unimpaired ability to

exercise this Warrant and freely trade the resulting Warrant Shares during the FT Window. Provided, however, that, if the

Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors,

the Holder shall only be entitled to receive from the Company or any Successor Entity, upon or following the date of consummation of

such Fundamental Transaction, the same type or form of consideration (and in the same proportion), at the Fixed Price (or Black Scholes

Value, as applicable pursuant to the Free Trading Impairment proviso above) of the unexercised portion of this Warrant, that is being

offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration

be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from

among alternative forms of consideration in connection with the Fundamental Transaction. “Black Scholes Value” means the

value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined

as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest

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

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

volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately

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

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

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

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

applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the earlier of the Holder’s or the Successor Entity’s

request pursuant to this Section 3(d) and (D) a remaining option time equal to the time between the date of the public announcement of

the applicable contemplated Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Fixed

Price (or Black Scholes Value, as applicable) will be made by wire transfer of immediately available funds (or such other consideration)

within the later of (i) five Business Days of the earlier of the Holder’s or the Successor Entity’s election and (ii) the

date of consummation of the Fundamental Transaction. Notwithstanding the foregoing, the Holder shall have the right to deliver one or

more Notices of Exercise pursuant to Section 2(a) at any time prior to the actual receipt of such payment (the “Exercise Preservation

Period”), and any such Notice of Exercise delivered during the Exercise Preservation Period shall be given full effect in accordance

with the terms of this Warrant prior to and in preference over any election by the Successor Entity to purchase this Warrant for the

Fixed Price (or Black Scholes Value, as applicable); provided that, if the Holder has delivered a Notice of Exercise during the Exercise

Preservation Period and the Successor Entity has separately elected to purchase this Warrant, the Holder may, at its sole option, either

(x) proceed with such exercise and receive the applicable Warrant Shares or Alternate Consideration in lieu of the Fixed Price (or Black

Scholes Value) payment, or (y) rescind such Notice of Exercise and receive the Fixed Price (or Black Scholes Value, as applicable) payment

as otherwise provided herein. For the avoidance of doubt, the Successor Entity shall provide the Holder with written notice of its election

to purchase this Warrant no later than five (5) Trading Days prior to the date on which such payment is to be made, during which period

the Holder’s right to deliver a Notice of Exercise shall remain in full force and effect. Unless the Holder or the Successor Entity

has elected for this Warrant to be purchased for its Fixed Price (or Black Scholes Value, as applicable) on or prior to the consummation

of a Fundamental Transaction as contemplated hereby, 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(d) pursuant to written agreements

in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental

Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity

evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding

number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable

and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental

Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account

the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,

such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant

immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to

the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed and be substituted for the term

“Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each

and every provision of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to

each of the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and

severally, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume

all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect as if

such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt,

the Holder shall be entitled to the benefits of the provisions of this Section 3(e) regardless of (i) whether the Company has sufficient

authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior to the

Initial Exercise Date.

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.

Notice to Holder.

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

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

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

ii.

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

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

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

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

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

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

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

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

as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date

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

redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to

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

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

that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other

property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to

deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to

be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information

regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a

Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such

notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Voluntary Adjustment By 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.

Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof

and to the provisions of Section 4.1 of the Securities Purchase Agreement, this Warrant and all rights hereunder (including, without

limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of

the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly

executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.

Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the

assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall

issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.

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

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

(3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant,

if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new

Warrant issued.

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

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

the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division

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

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and

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

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

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

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

and for all other purposes, absent actual notice to the contrary.

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

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

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

information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or

transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Securities Purchase Agreement.

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

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

or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities

law, except pursuant to sales registered or exempted under the Securities Act.

Section

5. Miscellaneous.

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

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

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

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

required to net cash settle an exercise of this Warrant.

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

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

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

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

or stock certificate.

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

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

Day.

Authorized Shares.

The

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

least 200% of a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights

under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who

are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company

will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without

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

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

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

duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect

of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except

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

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

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

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

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

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

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

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

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

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

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined

in accordance with the provisions of the Securities Purchase Agreement.

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

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

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

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

of this Warrant or the Securities Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this

Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient

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

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

hereunder.

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall

be delivered in accordance with the notice provisions of the Securities Purchase Agreement.

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

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

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

or by creditors of the Company.

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

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

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

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

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

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

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

be enforceable by the Holder or holder of Warrant Shares.

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

the Holder.

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

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

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

provisions of this Warrant.

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

a part of this Warrant.’

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

(Signature

Page Follows)

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

indicated.

Ensysce

Biosciences, Inc.

By:

/s/

Dr. Lynn Kirkpatrick

Name:

Dr.

Lynn Kirkpatrick

Title:

President,

Chief Executive Officer and Director

NOTICE

OF EXERCISE

To:

Ensysce Biosciences, Inc.

(1)

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

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

(2)

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

☐ in lawful money of the United States; or

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

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

set forth in subsection 2(c).

(3)

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

_______________________________

The

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

_______________________________

(4)

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the

Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name

of Investing Entity:

Signature

of Authorized Signatory of Investing Entity:

Name

of Authorized Signatory:

Title

of Authorized Signatory:

Date:

EXHIBIT

ASSIGNMENT

FORM

(To

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

FOR

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

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Address:

Dated:

_______________ __, ______

Holder’s

Signature:_____________________

Holder’s

Address:______________________

NEITHER

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

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

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

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

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

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON

STOCK PURCHASE WARRANT

Ensysce

Biosciences, Inc.

Warrant

Shares: 4,363,636

Issue

Date: April 6, 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, 3i, LP 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 after the

date hereof (the “Initial Exercise Date”) and expiring at 5:00 p.m. (New York City time) on the five year anniversary

of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Ensysce

Biosciences Inc, a Delaware corporation (the “Company”), up to 4,363,636 shares (as subject to adjustment hereunder,

the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be

equal to the Exercise Price, as defined in Section 2(b). The Warrant Shares issued hereunder shall be registered pursuant to a Registration

Statement filed with the Securities and Exchange Commission within three business days of the date hereof such that the Warrant Shares

shall be freely tradable The Company shall use its best efforts to cause the Registration Statement to be declared effective, but in

no event later than the date that is forty-five (45) days from the Initial Exercise Date and thereafter take such actions as are required

to maintain the effectiveness of such Registration Statement so long as this Warrant remains outstanding.

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain

Securities Purchase Agreement (the “Securities Purchase Agreement”), dated November 13, 2025, between the Company

and the purchaser signatory thereto, as amended and supplemented by that certain writing between the Company and the purchaser dated

April 2, 2026.

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 PDF copy submitted by

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

Within the earlier of (i) 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 shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United

States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of

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

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

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

hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for

cancellation within 5 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) Business Day of receipt of

such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions

of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for

purchase hereunder at any given time may be less than the amount stated on the face hereof.