Glucotrack 与权证持有人签豁免协议：取消发股限制与反稀释调整，代价是新发40.6万份7.5美元行权价权证，为后续低价融资铺路

----- form8-k.htm -----
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):
October 13, 2026
GLUCOTRACK,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
001-41141
98-0668934
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)
301
Rte. 17 North
,
Ste. 800
,
Rutherford
,
NJ
07070
(Address of principal executive
offices)
(Zip Code)
Registrant’s
telephone number, including area code:
(201)
842-7715
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common Stock
GCTK
The Nasdaq Stock Market
LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging
growth company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry Into a Material Definitive Agreement.
On
October 13, 2026,
Glucotrack, Inc. (the “Company”)
entered into a Waiver Agreement (the “Waiver”) with certain holders (the “Holders”) of warrants to purchase shares
of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issued pursuant to the Securities Purchase
Agreement, dated as of July 14, 2026, by and among the Company and the Holders (such agreement, the “Purchase Agreement,”
and such warrants, the “Existing Warrants”). The Waiver was executed by holders constituting the Requisite
Holders (as defined in the Purchase Agreement), as required by Section 11.9 of the Purchase Agreement. The Waiver provides for the waiver
and termination of (i) the restriction under Section 5.10(a) of the Purchase Agreement on the Company’s issuance of, entry into
any agreement to issue, or announcement of the issuance of, shares of Common Stock or Common Stock equivalents (other than exempted securities)
until ninety (90) days following the effectiveness of the registration statement and receipt of the stockholder approval contemplated
thereby, which waiver is effective as to all Holders, and (ii) the exercise price adjustment under Section 3(e) of the Existing Warrants
in connection with any variable rate transaction, which waiver, in accordance with Section 5(m) of the Existing Warrants, is effective
only with respect to the Existing Warrants held by Holders that executed the Waiver.
In
consideration for the Waiver, the Company has become obligated to issue new warrants (the “New Warrants”) to purchase an
aggregate of 406,198 shares of Common Stock (the “Warrant Shares”) to the Holders.
The New Warrants have an
exercise price of $7.50 per share, expire five (5) years from the date of issuance, and are not exercisable unless and until the
Company obtains stockholder approval for the issuance of the Warrant Shares in accordance
with Nasdaq Listing Rule 5635. Exercise of the New Warrants is subject to a 9.99% beneficial ownership limitation, and the exercise
price is subject to customary adjustments, subject to a floor price equal to 20% of the closing sale price of the Common Stock on
the date of issuance of the New Warrants. Except as expressly set forth in the Waiver, the Purchase Agreement, the Existing Warrants
and the other transaction documents remain in full force and effect. The foregoing descriptions of the Waiver and the New Warrants
do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Waiver and the form
of New Warrant, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.
The
New Warrants and the Warrant Shares will be issued by the Company to the Holders in reliance upon the exemption from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities
Act.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
4.1
Form of New Warrant
10.1
Form of Waiver Agreement
104
Cover Page Interactive
Data File (embedded within the inline XBRL document)
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: October 19, 2026
GLUCOTRACK, INC.
By:
/s/ Erik
Emerson
Name:
Erik Emerson
Title:
Chief Executive Officer

----- ex10-1.htm -----
EX-10.1
3
ex10-1.htm
EX-10.1
Exhibit
10.1
WAIVER
AGREEMENT
This
WAIVER AGREEMENT, dated effective as of October              , 2026 (this “
Waiver
”), is entered into by Glucotrack, Inc. (the “
Company
”),
and the undersigned identified on the signature page hereto (each, a “
Holder
”, and collectively, the “
Holders
”).
The Company and each Holder are together referred to herein as the “
Parties
” and each, individually, as a “
Party
”.
Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement (as defined
below).
WITNESSETH:
WHEREAS
,
the Company and each Holder are parties to that certain Securities Purchase Agreement, dated as of July 14, 2026 (the “
Securities
Purchase Agreement
”), pursuant to which the Company issued to each Holder (i) a senior secured convertible promissory note
(each, a “
Note
”), each of which has been repaid in full and is no longer outstanding, and (ii) a common stock purchase
warrant (each, a “
Warrant
” and collectively, the “
Warrants
”), authorizing each Holder to purchase
shares of the Company’s Common Stock in the amounts and at the price per share as set forth in Section 2 of each Warrant;
WHEREAS
,
Section 5.10(a) of the Securities Purchase Agreement provides that, from the Closing Date until ninety (90) days following the effective
date of each of the Registration Statement and Stockholder Approval, the Company shall not issue, enter into any agreement to issue or
announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents other than Exempted Securities (the
“
Equity Issuance Restriction Right
”);
WHEREAS
,
Section 3(e) of the Warrant provides that, if the Company enters into a Variable Rate Transaction, the Company shall be deemed to have
issued Common Stock or Share Equivalents at the lowest possible price, conversion price or exercise price at which such securities may
be issued, converted or exercised and, if such price is less than the Exercise Price then in effect, the Exercise Price shall be reduced
to equal such price (the “
VRT Adjustment Right
”). Capitalized terms used in this paragraph with respect to the Warrant
(including “
Variable Rate Transaction
”, “
Share Equivalents
” and “
Exercise Price
”)
have the meanings given to them in the Warrant;
WHEREAS
,
the Company and each Holder desire that each Holder waive the Equity Issuance Restriction Right and the VRT Adjustment Right;
WHEREAS
,
each Holder is willing to grant such waivers applicable to such Holder, in each case solely on the terms and subject to the conditions
set forth herein;
WHEREAS
,
in consideration for the waivers granted herein, the Company has agreed to issue to each Holder a common stock purchase warrant (each,
a “
New Warrant
” and collectively, the “
New Warrants
”) to purchase shares of the Company’s
Common Stock, in the form attached hereto as
Exhibit A
, in the amounts listed on
Exhibit B
hereto; and
WHEREAS
,
Section 5(m) of the Warrant provides that the Warrant may be modified or amended or the provisions thereof waived with the written consent
of the Company and the Holder, and Section 11.9 of the Securities Purchase Agreement provides that no provision of the Securities Purchase
Agreement may be waived or amended except in a written instrument signed by the Company and the Requisite Holders (as defined therein),
and this Waiver, executed by the Company and the Holders, satisfies such requirements.
NOW,
THEREFORE
, in consideration of the mutual covenants and agreements set forth herein, including the Company’s issuance of a
New Warrant to each Holder and each Holder’s grant of the waivers set forth below, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Section
1.
Issuance of New Warrant
. In consideration for the waivers granted by the Holders in Sections 2 and 3 hereof, the Company shall
issue a New Warrant to each Holder concurrently with the execution of this Waiver.
Section
2.
Waiver of Equity Issuance Restriction Right
. In consideration for the Company’s issuance of the New Warrants pursuant
to Section 1 hereof, each Holder hereby irrevocably waives and terminates the Equity Issuance Restriction Right and all other rights
such Holder may have pursuant to Section 5.10(a) of the Securities Purchase Agreement.
Section
3.
Waiver of VRT Adjustment Right
. In consideration for the Company’s issuance of the New Warrants pursuant to Section 1
hereof, each Holder hereby irrevocably waives and terminates the VRT Adjustment Right and all other rights such Holder may have under
Section 3(e) of the Warrant with respect to any Variable Rate Transaction (as defined in Section 1 of the Warrant), including any adjustment
to the Exercise Price (as defined in Section 1 of the Warrant) arising from the Company’s entry into, announcement of, or issuance
of securities under any Variable Rate Transaction.
Section
4.
No Other Waiver
. Except as, and solely to the extent, expressly set forth in this Waiver, the Securities Purchase Agreement,
the Warrants, and each other Transaction Document are not otherwise being waived, amended, modified or supplemented and shall remain
in full force and effect in accordance with their respective terms.
[
Signature
Page Follows
]
IN
WITNESS WHEREOF
, each Party has hereunto caused this Waiver to be duly executed on its behalf as of the day and year first above
written.
COMPANY
:
GLUCOTRACK, INC.
By:
Name:
Title:
HOLDERS
:
[__]
By:
Name:
Title:
[__]
By:
Name:
Title:
[__]
By:
Name:
Title:
[Signature
page to Waiver Agreement]
Exhibit
A
New
Warrant
Exhibit
B
Warrant
Amounts
Holder
Shares

----- ex4-1.htm -----
EX-4.1
2
ex4-1.htm
EX-4.1
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.
GLUCOTRACK,
INC.
WARRANT
TO PURCHASE COMMON STOCK
Date
of Issuance: October [__], 2026 (“
Issuance Date
”)
Warrant
Shares: [__]
Glucotrack,
Inc., a Delaware corporation (the “
Company
”), hereby certifies that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, [__], the registered holder hereof or its permitted assigns (the “
Holder
”),
is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect,
upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer
or replacement hereof, the “
Warrant
”), at any time or times on or after the Issuance Date, but not after 11:59 p.m.,
New York time, on the Expiration Date (as defined below), [__] (subject to adjustment as provided herein) fully paid and non-assessable
shares of Common Stock (as defined below) (the “
Warrant Shares
”). Except as otherwise defined herein, capitalized
terms in this Warrant shall have the meanings set forth in Section 16.
1.
EXERCISE OF WARRANT
.
(a)
Mechanics of Exercise
. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in
Section 1(f)), this Warrant may be exercised by the Holder on any day on or after the Issuance Date in whole or in part, by delivery
(whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “
Exercise Notice
”),
of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid,
the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied
by the number of Warrant Shares as to which this Warrant was so exercised (in respect of such specific exercise, the “
Aggregate
Exercise Price
”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such
Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required
to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect
to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant certificate and issuance
of a new Warrant certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise
Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant certificate
after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date
on which the Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt
of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “
Transfer
Agent
”). On or before the first (1st) Trading Day following the date on which the Company has received such Exercise Notice
(the “
Required Delivery Date
”), the Company shall, upon the request of the Holder, credit such aggregate number of
shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance
account with The Depository Trust Company (“
DTC
”) through its Deposit/Withdrawal at Custodian system. Upon delivery
of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s
DTC account. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares
represented by this Warrant is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the
Holder and upon surrender hereof by the Holder at the principal office of the Company, the Company shall as soon as practicable and in
no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee)
a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately
prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional
shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued
shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to
the issuance and delivery of Warrant Shares upon exercise of this Warrant.
(b)
Exercise Price
. For purposes of this Warrant, “
Exercise Price
” means $7.50, subject to adjustment as provided
herein.
(c)
Company’s Failure to Timely Deliver Securities
. If the Company fails to issue and credit the balance account of Holder or
Holder’s nominee with DTC for such number of Warrant Shares for which this Warrant is exercised by the Holder, then, in addition
to all other remedies available to Holder, at the sole discretion of Holder, the Company shall:
(i)
pay in cash to Holder on each Trading Day after the Required Delivery Date that the issuance and credit of such Warrant Shares is not
timely effected an amount equal to 5% of the product of (A) the number of shares of Common Stock not so credited to Holder or Holder’s
nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date;
or
(ii)
if on or after the Required Delivery Date, Holder (or any other Person in respect, or on behalf, of Holder) purchases (in an open market
transaction or otherwise) Common Stock (“
Replacement Shares
”) to deliver in satisfaction of a sale by Holder of all
or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of
the number of shares of Common Stock, that Holder so anticipated receiving from the Company without any restrictive legend, then, within
five (5) Trading Days after Holder’s request and in Holder’s sole discretion, either (A) pay cash to Holder in an amount
equal to Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Replacement
Shares (the “
Buy-In Price
”), at which point the Company’s obligation to so credit Holder’s balance account
shall terminate and such shares shall be cancelled, or (B) promptly honor its obligation to so credit Holder’s DTC account representing
such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder
and pay cash to Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (1) such number of shares of
Common Stock that the Company was required to deliver to Holder by the Required Delivery Date multiplied by (2) the lowest Closing Sale
Price of the Common Stock on any Trading Day during the period commencing on the date Holder purchased Replacement Shares and ending
on the date of such delivery and payment under this clause (ii).
To
the extent permitted by law, the Company’s obligations to issue and deliver the Common Stock upon exercise of the Warrant in accordance
with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver
or consent with respect to any provision hereof, the recovery of any judgment against any person or any action to enforce the same, or
any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person of
any obligation to the Company or any violation or alleged violation of law by the Holder or any other person, and irrespective of any
other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of the Common
Stock. Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure
to timely deliver the Common Stock issuable upon exercise of this Warrant as required pursuant to the terms hereof.
(d)
Cashless Exercise
. Notwithstanding anything contained herein to the contrary (other than Section 1(f) below or during the pendency
of a Minimum Bid Price Deficiency, as described below) at any time the Holder may in its sole discretion (and without limiting the Holder’s
rights and remedies contained herein or at law or in equity), exercise this Warrant in whole or in part and, in lieu of making the cash
payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead
to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a
“
Cashless Exercise
”):
Net
Number = (A x (B - C)) / B
For
purposes of the foregoing formula:
A
=
The
number of Warrant Shares that would be issuable upon exercise of this Warrant (or the portion thereof being exercised) in accordance
with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.
B
=
The
VWAP for the five (5) consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of the applicable
Exercise Notice.
C
=
The
Exercise Price of this Warrant, as adjusted hereunder, in effect on the date of the applicable Exercise Notice.
If
the Net Number calculated pursuant to the foregoing formula is zero or a negative number, the Holder shall not be entitled to effect
a cashless exercise. Notwithstanding anything herein to the contrary, in no event shall the Holder be entitled to receive, upon any cashless
exercise, a number of Warrant Shares greater than the Net Number, and no other method of cashless or net exercise shall be available
hereunder.
Notwithstanding
anything herein to the contrary, this Warrant shall not be exercisable, in whole or in part, and the Company shall not issue any Warrant
Shares hereunder, unless and until the Company has obtained the approval of its stockholders for the issuance of all Warrant Shares issuable
hereunder (including any additional Warrant Shares issuable as a result of any adjustment pursuant to Section 2) in accordance with the
applicable rules of the Eligible Market on which the Common Stock is then traded, including Nasdaq Listing Rule 5635 (the “
Stockholder
Approval
”). The Company shall use commercially reasonable efforts to obtain the Stockholder Approval as promptly as practicable
following the Issuance Date. In no event shall the aggregate number of shares of Common Stock issued upon exercise of this Warrant exceed
the maximum number of shares approved in the Stockholder Approval.
(e)
Disputes
. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of
Warrant Shares to be issued pursuant to the terms hereof (including, without limitation, the Net Number), the Company shall promptly
issue to the Holder the number of Warrant Shares that are not disputed, provided that following such issuance to Holder such dispute
shall be resolved in accordance with Section 13.
(f)
Limitations on Exercises and Exchanges
. Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall
not be exercisable or exchangeable by the Holder hereof to the extent (but only to the extent) that the Holder or any of its affiliates
would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding after giving effect to the issuance of
Common Stock issuable upon exercise of the Warrant calculated in accordance with Section 13(d) of the Exchange Act (the “
Maximum
Percentage
”). To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable or
exchangeable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates)
and of which such securities shall be exercisable or exchangeable (as among all such securities owned by the Holder) shall, subject to
such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange
(as the case may be). No prior inability to exercise or exchange this Warrant pursuant to this paragraph shall have any effect on the
applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability or exchangeability.
For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with
respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity
with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this
Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph
without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written or oral request of the
Holder, the Company shall within two (2) Business Days confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding, including by virtue of any prior conversion or exercise or exchange of convertible or exercisable or exchangeable securities
into shares of Common Stock, including, without limitation, pursuant to this Warrant.
(g)
Reservation of Shares; Insufficient Authorized Shares
. The Company shall initially reserve out of its authorized and unissued
shares of Common Stock a sufficient number of shares of Common Stock to satisfy the Company’s obligations to issue shares of Common
Stock hereunder, and the Company shall at all times keep reserved for issuance under this Warrant a sufficient number of shares of Common
Stock to satisfy the Company’s obligation to issue shares of Common Stock hereunder.
(h)
Activity Restrictions
. For so long as Holder holds this Warrant or any Warrant Shares, Holder will not: (i) engage or participate
in any actions, plans or proposals which relate to or would result in (a) acquiring additional securities of the Company, alone or together
with any other Person, which would result in beneficially owning or controlling, or being deemed to beneficially own or control, more
than 9.99% of the total outstanding shares of Common Stock or other voting securities of the Company, (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving Company, (c) a sale or transfer of a material amount of assets
of the Company, (d) any change in the present board of directors or management of the Company, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the present capitalization
or dividend policy of the Company, (f) any other material change in the Company’s business or corporate structure, including but
not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the Investment Company Act of 1940, (g) changes in the Company’s charter,
bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any Person,
(h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, or (j) any action, intention, plan
or arrangement similar to any of those enumerated above, or (ii) request the Company or its directors, officers, employees, agents or
representatives to amend or waive any provision of this Section 1(h); provided, however, that notwithstanding anything to the contrary
contained in clauses (i) and (ii) above, Holder may vote any shares of Common Stock owned or controlled by it, solicit any proxies, or
seek to advise or influence any Person with respect to any voting securities of the Company. Holder may only exercise this Warrant for
a cash exercise price if the trading price at the time of exercise is greater than the then applicable Exercise Price.
2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES
. The Exercise Price and number of Warrant Shares issuable upon exercise
of this Warrant are subject to adjustment from time to time as set forth in this Section 2.
(a)
Stock Dividends and Splits
. Without limiting any provision of Section 4, if the Company, at any time on or after the Issuance
Date, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution
on any class of capital stock that is payable in Common Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines (by
combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller number
of shares (each of (i), (ii) and (iii), a “
Share Combination Event
” and the date of such event, the “
Share
Combination Event Date
”), then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number
of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall
become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution,
and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of
such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an Exercise
Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect such event. Notwithstanding
the foregoing, if at any time and from time to time on or after the Issuance Date there occurs any Share Combination Event and the Event
Market Price is less than the Exercise Price then in effect (after giving effect to the adjustments in clauses (i), (ii) and (iii) above),
then on the sixteenth (16th) Trading Day immediately following such Share Combination Event Date, the Exercise Price then in effect on
such sixteenth (16th) Trading Day (after giving effect to the adjustments in clauses (i), (ii) and (iii) above) shall be reduced (but
in no event increased) to the Event Market Price;
provided
,
however
, that in no event shall the Exercise Price be reduced
below the Floor Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result in
an increase in the Exercise Price hereunder, no adjustment shall be made.
(b)
Decrease in Exercise Price Upon Issuance of Common Stock
. If the Company effects a subsequent financing of at least $1,000,000
for a consideration per share (the “
New Issuance Price
”) less than a price equal to the Exercise Price in effect immediately
prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “
Applicable
Price
”) (the foregoing a “
Dilutive Issuance
”), then immediately after such Dilutive Issuance, the Exercise
Price then in effect shall be decreased (and in no event increased) to the price per share as determined in accordance with the following
formula:
EP2
= EP1 x (A + B) / (A + C)
For
purposes of the foregoing formula:
A=
The
total number of Warrant Shares with respect to which this Warrant may be exercised.
B=
The
total number of shares of Common Stock that would be issued or issuable under the Dilutive Issuance if issued at a price per share
equal to EP1.
C=
The
total number of shares of Common Stock actually issued or issuable under the Dilutive Issuance.
EP1=
The
Exercise Price in effect immediately prior to a Dilutive Issuance.
EP2=
The
Exercise Price immediately after such Dilutive Issuance.
(c)
Other Events
. In the event that the Company shall take any action to which the provisions hereof are not strictly applicable,
or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions
of this Section 2 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall in good faith determine
and implement an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if applicable) so as to protect the rights
of the Holder, provided that no such adjustment pursuant to this Section 2(c) will increase the Exercise Price or decrease the number
of Warrant Shares as otherwise determined pursuant to this Section 2, provided further that if the Holder does not accept such adjustments
as appropriately protecting its interests hereunder against such dilution, then the Company’s board of directors and the Holder
shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments,
whose determination shall be final and binding and whose fees and expenses shall be borne by the Company, and provided further that in
no event shall any adjustment pursuant to this Section 2(c) (including any adjustment determined by such investment bank) (x) reduce
the Exercise Price below the Floor Price or (y) increase the number of Warrant Shares above the product of (A) the number of Warrant
Shares in effect immediately prior to such adjustment multiplied by (B) a fraction, the numerator of which is the Exercise Price in effect
immediately prior to such adjustment and the denominator of which is the Floor Price.
(d)
Floor Price
. Notwithstanding any other provision of this Warrant to the contrary, in no event shall the Exercise Price be reduced
below the Floor Price.
(e)
Adjustment to Number of Warrant Shares
. Upon any decrease in the Exercise Price pursuant to this Section 2, the number of Warrant
Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the
decrease in the Exercise Price, shall be equal to the aggregate Exercise Price on the Issuance Date.
3.
RIGHTS UPON DISTRIBUTION OF ASSETS
. In addition to any adjustments pursuant to Section 2 above, if the Company shall declare or
make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common Stock, by way of return
of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, indebtedness, property or
options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction,
other than a distribution of Common Stock covered by Section 2(a)) (a “
Distribution
”), at any time after the issuance
of this Warrant, then, in each such case, provision shall be made so that upon exercise of this Warrant, the Holder shall be entitled
to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number
of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including
without limitation, the Maximum Percentage) immediately before the date on which a record is taken for such Distribution, or, if no such
record is taken, the date as of which the record holders of Common Stock are to be determined for the participation in such Distribution
(provided, however, to the extent that the Holder’s right to participate in any such Distributions would result in the Holder exceeding
the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (or the beneficial ownership
of any such Common Stock as a result of such Distribution to such extent) and such Distribution to such extent shall be held in abeyance
for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage).
4.
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS
.
(a)
Purchase Rights
. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells
any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders
of any class of Common Stock (the “
Purchase Rights
”), then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number
of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including
without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for
the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any
such Purchase Right would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Purchase Right to such extent (or beneficial ownership of such Common Stock as a result of such Purchase Right to such extent)
and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would
not result in the Holder exceeding the Maximum Percentage).
(b)
Fundamental Transactions
. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity
assumes in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 4(b) pursuant
to written agreements in form and substance reasonably satisfactory to the Holder, including agreements confirming the obligations of
the Successor Entity as set forth in paragraphs (b) and (c) and elsewhere in this Warrant and an obligation to deliver to the Holder
in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance
to this Warrant, including, without limitation, which is exercisable for a corresponding number of shares of capital stock equivalent
to the Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this
Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares
of capital stock (but taking into account the relative value of the Common Stock pursuant to such Fundamental Transaction and the value
of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price being for the purpose
of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Notwithstanding
the foregoing, at the election of the Holder upon exercise of this Warrant following a Fundamental Transaction, the Successor Entity
shall deliver to the Holder, in lieu of the Common Stock (or other securities, cash, assets or other property (except such items still
issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of this Warrant
prior to the applicable Fundamental Transaction, such shares of common stock (or its equivalent) of the Successor Entity (including its
Parent Entity), or other securities, cash, assets or other property, which the Holder would have been entitled to receive upon the happening
of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction;
provided, however, that such amount of reserved shares of Common Stock shall be limited by the Maximum Percentage of Common Stock as
set forth in Section 1(f).
(c)
Black Scholes Value – FT
. Notwithstanding the foregoing and the provisions of Section 4(b) above, at the request of the
Holder delivered at any time commencing on the earliest to occur of (i) the public disclosure of any Fundamental Transaction, (ii) the
consummation of any Fundamental Transaction and (iii) the Holder first becoming aware of any Fundamental Transaction through the date
that is ninety (90) days after the public disclosure of the consummation of such Fundamental Transaction, the Company or the Successor
Entity, at the election of the Holder, shall purchase this Warrant from the Holder on the date of the consummation of such Fundamental
Transaction by paying to the Holder cash in an amount equal to the Black Scholes Value – FT.
(d)
Application
. The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and shall
be applied as if this Warrant (and any such subsequent warrants issued hereunder) were fully exercisable and without regard to any limitations
on the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage, applied
however with respect to shares of capital stock registered under the Exchange Act and thereafter receivable upon exercise of this Warrant
(or any such other warrant)).
5.
NONCIRCUMVENTION
. The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation,
bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any Common
Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock
upon the exercise of this Warrant, and (iii) shall, so long as this Warrant is outstanding, take all action necessary to reserve and
keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of this Warrant,
the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of this Warrant then outstanding;
provided, however, that such amount of reserved Common Stock shall be limited by the Maximum Percentage of Common Stock as set forth
in Section 1(f).
6.
WARRANT HOLDER NOT DEEMED A SHAREHOLDER
. Except as otherwise specifically provided herein, the Holder, solely in its capacity
as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder
of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action
(whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice
of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which
it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed
as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder
of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6,
the Company shall provide the Holder with copies of the same notices and other information given to the shareholders of the Company generally,
contemporaneously with the giving thereof to the shareholders.
7.
REISSUANCE OF WARRANTS
.
(a)
Transfer of Warrant
. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the
Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as
the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less
than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section
7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. If, at the time of the surrender
of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant
to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible
for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company
may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provide to
the Company an opinion of counsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities
under the Securities Act.
(b)
Lost, Stolen or Mutilated Warrant
. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall
suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company
in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute
and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then
underlying this Warrant.
(c)
Exchangeable for Multiple Warrants
. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office
of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the
number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of
such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional share
of Common Stock shall be given.
(d)
Issuance of New Warrants
. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such
new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right
to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or
Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other
new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii)
shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have
the same rights and conditions as this Warrant.
8.
NOTICES
. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via email at the email address specified in this Section prior to 5:00 p.m. (New York time) on a Business Day, (b) the next Business
Day after the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section
on a day that is not a Business Day or later than 5:00 p.m. (New York time) on any date and earlier than 11:59 p.m. (New York time) on
such date, (c) the Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d)
upon actual receipt by the party to whom such notice is required to be given. The Company shall provide the Holder with prompt written
notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor.
Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) as soon as practicable upon
each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation
of such adjustment(s) and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A)
with respect to any dividend or distribution upon the Common Stock, (B) with respect to any grants, issuances or sales of any Options,
Convertible Securities or rights to purchase stock, warrants, securities, indebtedness, or other property pro rata to holders of Common
Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each
case that such information (to the extent it constitutes, or contains, material, non-public information regarding the Company) shall
be made known to the public prior to or in conjunction with such notice being provided to the Holder and (iii) at least ten (10) Trading
Days prior to the consummation of any Fundamental Transaction. It is expressly understood and agreed that the time of execution specified
by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.
9.
AMENDMENT AND WAIVER
. Except as otherwise provided herein, the provisions of this Warrant (other than Section 1(f)) may be amended
and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the
Company has obtained the written consent of the Holder. No waiver shall be effective unless it is in writing and signed by an authorized
representative of the waiving party.
10.
SEVERABILITY
. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by
a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended
to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall
not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or
the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith
negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as
close as possible to that of the prohibited, invalid or unenforceable provision(s).
11.
GOVERNING LAW
. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the
construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding
is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the
Company in any other jurisdiction to collect on the Company’s obligations to the Holder or to enforce a judgment or other court
ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.
12.
CONSTRUCTION; HEADINGS
. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed
against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or
affect the interpretation of, this Warrant.
13.
DISPUTE RESOLUTION
. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, the Closing
Bid Price, the Bid Price or fair market value or the arithmetic calculation of the Warrant Shares (as the case may be), the Company or
the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations (as the case may be) via facsimile
(i) within two (2) Business Days after receipt of the applicable notice giving rise to such dispute to the Company or the Holder (as
the case may be) or (ii) if no notice gave rise to such dispute, at any time after the Holder or the Company (as the case may be) learned
of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation
(as the case may be) of the Exercise Price, the Closing Sale Price, the Closing Bid Price, the Bid Price or fair market value or the
number of Warrant Shares (as the case may be) within three (3) Business Days of such disputed determination or arithmetic calculation
being submitted to the Company or the Holder (as the case may be), then the Company shall, within two (2) Business Days submit via facsimile
(a) the disputed arithmetic calculation of the Warrant Shares, the disputed determination of the Exercise Price, the Closing Sale Price,
the Closing Bid Price, the Bid Price or fair market value (as the case may be) to an independent, reputable investment bank selected
by the Holder, with the consent of the Company (which may not be unreasonably withheld, conditioned or delayed), or (b) if acceptable
to the Holder, the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The
Company shall cause at its expense the investment bank or the accountant (as the case may be) to perform the determinations or calculations
(as the case may be) and notify the Company and the Holder of the results no later than ten (10) Business Days from the time it receives
such disputed determinations or calculations (as the case may be). Such investment bank’s or accountant’s determination or
calculation (as the case may be) shall be binding upon all parties absent demonstrable error. The fees and expenses of such investment
bank or accountant shall be borne by the parties in the same proportion as the respective amounts by which the investment bank’s
or accountant’s determination differs from such party’s calculation.
14.
REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF
. The remedies provided in this Warrant shall be
cumulative and in addition to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance
and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the
Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning
this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises
and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided
herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it
of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled,
in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss
and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that
is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant
(including, without limitation, compliance with Section 2 hereof). The issuance of shares as contemplated hereby upon the exercise of
this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided
that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery
of any certificate in a name other than the Holder or its agent on its behalf.
15.
TRANSFER
. This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company.
16.
CERTAIN DEFINITIONS
. For purposes of this Warrant, the following terms shall have the following meanings:
(a)
“
Bid Price
” means, for any security as of the particular time of determination, the bid price of such security on
the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg as of such time
of determination, or if the foregoing does not apply, the bid price of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg as of such time of determination, or, if no bid price is reported for such
security by Bloomberg as of such time of determination, the average of the bid prices of all of the market makers for such security as
reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the
Bid Price cannot be calculated for a security as of the particular time of determination on any of the foregoing bases, the Bid Price
of such security as of such time of determination shall be the fair market value as mutually determined by the Company and the Holder.
If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in
accordance with the procedures in Section 13. All such determinations shall be appropriately adjusted for any stock dividend, stock split,
stock combination or other similar transaction during such period.
(b)
“
Black Scholes Value – FT
” means the value of the unexercised portion of this Warrant remaining on the date
of the Holder’s request pursuant to Section 4(c), which value is calculated using the Black Scholes Option Pricing Model obtained
from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the greater of (A) the highest Closing
Sale Price of the Common Stock during the period beginning on the Trading Day immediately preceding the earliest to occur of (1) the
public disclosure of the applicable Fundamental Transaction, (2) the consummation of the applicable Fundamental Transaction and (3) the
date on which the Holder first became aware of the applicable Fundamental Transaction and ending on the Trading Day of the Holder’s
request pursuant to Section 4(c) and (B) the sum of the price per share being offered in cash in the applicable Fundamental Transaction
(if any) plus the value of the non-cash consideration being offered in the applicable Fundamental Transaction (if any), (ii) a strike
price equal to the Exercise Price in effect on the date of the Holder’s request pursuant to Section 4(c), (iii) a risk-free interest
rate corresponding to the U.S. Treasury rate for a period equal to the greater of (A) the remaining term of this Warrant as of the date
of the Holder’s request pursuant to Section 4(c) and (B) the remaining term of this Warrant as of the date of consummation of the
applicable Fundamental Transaction or as of the date of the Holder’s request pursuant to Section 4(c) if such request is prior
to the date of the consummation of the applicable Fundamental Transaction and (iv) an expected volatility equal to the greater of 175%
and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the
Trading Day immediately following the earliest to occur of (A) the public disclosure of the applicable Fundamental Transaction, (B) the
consummation of the applicable Fundamental Transaction and (C) the date on which the Holder first became aware of the applicable Fundamental
Transaction.
(c)
“
Bloomberg
” means Bloomberg, L.P.
(d)
“
Business Day
” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York
are authorized or required by law to remain closed.
(e)
“
Closing Bid Price
” and “
Closing Sale Price
” mean, for any security as of any date, the last closing
bid price and the last closing trade price, respectively, for such security on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the average of the bid prices, or the ask
prices, respectively, of all of the market makers for such security as reported in the “pink sheets” by OTC Markets Group
Inc. (formerly Pink Sheets LLC). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date
shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree
upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 13. All
such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction
during such period.
(f)
“
Common Stock
” means the common stock, par value $0.001 per share, of the Company and any other shares of stock issued
or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares
or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other corporate reorganization
or other similar event with respect to the Common Stock).
(g)
“
Convertible Securities
” means any capital stock or other security of the Company that is at any time and under any
circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof
to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock).
(h)
“
Eligible Market
” means the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq
Global Market or the Nasdaq Capital Market.
(i)
“
Event Market Price
” means, with respect to any Share Combination Event, the lowest VWAP of the Common Stock during
the fifteen (15) Trading Day period commencing on the Trading Day immediately following the applicable Share Combination Event Date.
(j)
“
Exchange Act
” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(k)
“
Expiration Date
” means the date that is five (5) years from the Issuance Date or, if such date falls on a day other
than a Business Day or on which trading does not take place on the principal securities exchange or trading market where the Common Stock
is listed (a “
Holiday
”), the next date that is not a Holiday.
(l)
“
Floor Price
” means 20% of the Closing Sale Price on the date of this Warrant, subject to appropriate adjustment for
any stock dividend, stock split, stock combination, reverse stock split, recapitalization or other similar transaction occurring after
the date of this Warrant.
(m)
“
Fundamental Transaction
” means that (i) the Company shall, directly or indirectly, in one or more related transactions,
(1) consolidate or merge with or into (whether or not the Company is the surviving entity) any other Person unless the shareholders of
the Company immediately prior to such consolidation or merger continue to hold more than 50% of the outstanding shares of Voting Stock
after such consolidation or merger, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially
all of its properties or assets to any other Person, in connection with which the Company is dissolved, or (3) allow any other Person
to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock
of the Company (not including any shares of Voting Stock of the Company held by the Person or Persons making or party to, or associated
or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with any other Person whereby such other Person acquires more than 50% of the outstanding shares of Voting Stock of the Company (not
including any shares of Voting Stock of the Company held by the other Person or other Persons making or party to, or associated or affiliated
with the other Persons making or party to, such stock or share purchase agreement or other business combination), or (ii) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act and the rules and regulations
promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company.
(n)
“
Minimum Bid Price Deficiency
” means a failure by the Company to comply with the minimum Bid Price requirements of
the principal securities exchange or trading market where its Common Stock is listed or traded.
(o)
“
Options
” means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.
(p)
“
Parent Entity
” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose
common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent
Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.
(q)
“
Person
” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity or a government or any department or agency thereof.
(r)
“
Successor Entity
” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from
or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental
Transaction shall have been entered into.
(s)
“
Trading Day
” means, as applicable, (x) with respect to all price determinations relating to the Common Stock, any
day on which the Common Stock is traded on the principal securities exchange or securities market on which the Common Stock is then traded,
provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or
market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange
or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during
the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or
(y) with respect to all determinations other than price determinations relating to the Common Stock, any day on which The New York Stock
Exchange (or any successor thereto) is open for trading of securities.
(t)
“
Voting Stock
” of a Person means capital stock of such Person of the class or classes pursuant to which the holders
thereof have the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers
or trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might
have voting power by reason of the happening of any contingency).
(u)
“
VWAP
” means, for any security as of any date, the dollar volume-weighted average price for such security on the principal
securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York
time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “Volume at Price” function or, if the
foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic
bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time,
as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the
average of the three highest closing bid prices and the three lowest closing ask prices of all of the market makers for such security
as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If VWAP cannot be calculated for such
security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually
determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security,
then such dispute shall be resolved in accordance with the procedures in Section 13. All such determinations shall be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar transaction during such period.
[signature
page follows]
IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.
GLUCOTRACK,
INC.
By:
Name:
Erik
Emerson
Title:
Chief
Executive Officer
EXHIBIT
A
EXERCISE
NOTICE
TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT TO PURCHASE COMMON STOCK
GLUCOTRACK,
INC.
The
undersigned holder hereby exercises the right to purchase ________shares of the Common Stock (“
Warrant Shares
”) of
Glucotrack, Inc., a Delaware corporation (the “
Company
”), evidenced by Warrant to Purchase Common Stock No. _____
(the “
Warrant
”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth
in the Warrant.
1.
Form of Exercise Price
. The Holder intends that payment of the Exercise Price shall be made as:
______________
a
“Cash Exercise” with respect to ________________Warrant Shares; and/or
______________
a
“Cashless Exercise” with respect to _______________ Warrant Shares.
In
the event that the Holder has elected a Cashless Exercise with respect to some or all of the Warrant Shares, the Holder represents and
warrants that _________________ shares of Common Stock are to be delivered pursuant to such Cashless Exercise, as further specified in
Annex A to this Exercise Notice.
2.
Payment of Exercise Price
. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant
Shares, the Holder shall pay the Aggregate Exercise Price in the sum of $______ to the Company in accordance with the terms of the Warrant.
3.
Delivery of Warrant Shares and Net Number of Common Stock
. The Company shall deliver to Holder, or its designee or agent as specified
below, _____________ shares of Common Stock in respect of the exercise contemplated hereby. Delivery shall be made to Holder, or for
its benefit, to the following address:
______________________________
______________________________
______________________________
Date: __________________,____
Name
of Registered Holder
By:
Name:
Title:
Account
Number: _______________________ (if electronic book entry transfer)
Transaction
Code Number: _______________________ (if electronic book entry transfer)
ANNEX
A TO EXERCISE NOTICE
CASHLESS
EXERCISE EXCHANGE CALCULATION
TO
BE FILLED IN BY THE REGISTERED HOLDER TO EXCHANGE THE
WARRANT
TO PURCHASE COMMON STOCK IN A CASHLESS EXERCISE
PURSUANT
TO SECTION 1(d) OF THE WARRANT
Capitalized
terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.
☐
Net Number = (A x (B - C))/B = shares of Common Stock
For
purposes of the foregoing formula:
A
=
The
number of Warrant Shares that would be issuable upon exercise of this Warrant (or the portion thereof being exercised) in accordance
with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.
B
=
The
VWAP for the five (5) consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of the applicable
Exercise Notice.
C
=
The
Exercise Price of this Warrant, as adjusted hereunder, in effect on the date of the applicable Exercise Notice.
=
________.
Date: __________________,____
Name
of Registered Holder
By:
Name:
Title:
EXHIBIT
B
ACKNOWLEDGMENT
The
Company hereby acknowledges this Exercise Notice and hereby directs _________ to issue the above indicated number of shares of Common
Stock in accordance with the Transfer Agent Instructions dated ____________, 20__, from the Company and acknowledged and agreed to by ____________.
GLUCOTRACK,
INC.
By:
Name:
Title: