展示10.4

此安防-半導體及可行使本安防-半導體的證券尚未在證券交易所和各州證券委員會註冊，而是根據《1933年證券法》修正案（即「1933年法案」）豁免註冊依據法案並且因此可能不得以除符合1933年法案的有效註冊聲明或依據可用的豁免抑或不適用於註冊要求的交易方式外進行報價或銷售，並且須依照適用州證券法規進行。本安防-半導體及其可行使的證券可在與由該等證券擔保的真正按金帳戶或其他貸款有關的情況下抵押。

Simeon Salzman

爲換取相應價值，Delaware公司Gryphon Digital Mining, Inc.特此授予Delaware有限責任公司Anchorage Lending CA, LLC及/或其指定受讓人（簡稱「」）購買本公司一定數量的每股面值爲0.0001美元的A類普通股權利（稱“公司”）註冊持有人。”）權證”）有權從本公司購買一定數量的A類普通股，每股面值爲0.0001美元普通股分之等於warrants股份數量，每股價格爲1.50美元（“行使價格”。本認股證，和根據本協議不時發行的任何額外認股權，合稱爲本證權證。”本協議中使用的某些大寫詞語在 第6節中有定義，除非上下文另有要求。 根據本認股權授予的權利可以獲得的證券種類和數量，將根據本認股證中包含的條款進行調整。

本權證受以下條款約束：

第1節。 權證行使.

1A. 行權期。 受制於 第1D節，持有本權證的人可以在發行日期後的任何時間，包括但不限於日期，行使本權證代表的購買權利，全部或部分（但不涉及普通股的份額），幷包括此後十年（第10^th）週年紀念日（“行權期”).

1B. 行使程序.

(i) 本權證應被視爲已行使（全部或部分），當公司收到所有以下條款時（如有需要，每次均如此，“行使時間”):

(a) 完成的行使協議，由行使此認股權所代表的購買權的人簽署（“買方”);

(b) 這個認股權證;

(c) 如果此權利證未在購買者的名下注冊，則應以以下形式進行轉讓 附錄 A ”證明將本認股權證轉讓給該購買方，屆時持有登記股份的持有人將符合規定中規定的條款作業。 第8節。其他股票獎勵。；以及幫助孩子們跟蹤他們夏季口腔衛生習慣的材料。

(d)選擇 (x)立即可用資金的電匯，或支付給公司的支票，金額等於行權價格與購買的普通股數量乘積（“總行使價格) 或 (y) 將公司的債務或權益證券交還給公司，其市價等於總行使價格(但是，針對本 第1000000000點。（i）（d）, 任何票據或其他債務證券或任何優先股的市價應被視爲等於其總未償還本金金額或清算價值加上所有應計利息或應計或宣佈而未支付的股息）

(ii) 作爲對本認股權證行使的替代方案，如下所述 第10億.(i)，此認股權證持有人可以通過向公司交出此認股權證並附上書面通知，向公司表示該持有人正在交換此認股權證（或其部分）以獲得在通知中指定的普通股的股票購買權，由此公司以股票市場價格等於通知中指定的普通股的股票行使價格之總額而扣留並不發行給該持有人的普通股數量（已扣留的股票在此認股權證下將不再可行使）。

(iii) 公司應在任何行使時間後的五（5）個工作日內向購買方交付因行使本認股權證而發行的普通股股份（“認股證行使股份）。除非行權期限已到期或此處代表的所有購買權已行使，公司應在每個行權時間的情況下，準備一份新的認股證，基本與本認股證相同，代表尚未到期或行使的購買權，並且應在該五(5)個工作日內將這份新認股證交付給行使協議中指定的交付對象。

(iv) 儘管如此 中描述的五 (5) 個工作日期間 第 10節。(iii)，認股權證行使股份應被視爲已發行 在行使時向買方提供，無論出於何種目的，買方均應被視爲已成爲此類認股權證的記錄持有者 在行使時行使股票。

(v) 沃斯特通時發行認股權股份或任何新認股權，均不得對註冊持有人或購買方就相關發行稅或公司在其發行過程中產生的其他費用收取任何費用。每股認股權股份在支付行使價後，應爲全數支付且不應受任何查證，並且不負任何留置權。

(vi) 公司不得以任何干擾及時行使本權證或任何權證行權股份的方式封閉賬簿。公司應隨時採取一切必要行動，以確保行使本權證時所獲得的未發行普通股的每股面值始終等於或小於當時生效的行權價格。

(vii) 公司應在任何註冊持有人或購買人要求之下，就與本認股權證項下的任何行使有關的任何與任何政府機關提交的任何申報文件或獲得的任何批准提供合理幫助和配合（包括進行公司應提交的任何申報文件）。

(viii) 儘管本授權證的任何部分是基於與公司或公司的任何直接或間接母公司的註冊公開發行或銷售相關聯的行使，但本授權證的任何部分的行使可以由持有人自行選擇，條件是以此註冊公開發行或出售的完成作爲前提，若果是這樣，該行使直到此交易完成之前都不被視爲有效。

(ix) 公司應始終保留並保留其已核准但未發行的普通股股份，專門用於在Warrants行使時發行的目的，該普通股股份數量應足以在所有未解除的Warrants行使時發行。 公司應採取一切必要措施，以確保所有該等普通股股份可以發行而不違反公司的統轄文件，任何適用法律或上市公司股票的任何美國證券交易所的要求。 公司不得採取任何導致核准但未發行的普通股股份數量少於根據此處須為行使Warrants而須保留的股份數量的行動。

(x) 在行使本認股權時，公司可能要求購買人就其投資意向等進行慣例性投資陳述，以確保根據本文下發行的普通股不需要根據《法案》或根據其頒布的規則和法規，或任何其他適用的證券法律（包括購買人作為《法案》下頒布的D條例所界定的「經認定投資者」的地位）註冊或取得資格。

1C. 行使 協議在任何行使本認股權證時，購買者須根據相關條款交付行使協議， 條款 10億.(i)(a) 應基本上依附於本文件的形式， 附件B (the “運動協議） 除非行使股份不以購買者的名義發出，否則行使協議還應 d說明該行使股份應發給的人的姓名，並且如果與該行使有關的行使股份數量不包括根據本協議可購買的所有普通股，則還應說明新認股權證應發給的人的姓名，該認股權證為未行使部分的權利所發出。該行使協議應於執行的實際日期簽署。

1D. 登記持有人的行使限制。 公司不得實施對此認股權的任何行使，且登記持有人不得有權對此認股權的任何部分行使，根據本書任何部分，倘若在考量根據適用行使協議發行的認股權股份後該等行使所應發行的認股權股份，登記持有人（與登記持有人的聯屬公司、以及任何其他與登記持有人或其聯屬公司一同行動的其他人（該等人，「歸屬者」)）在超出有利擁有限制（如下所定義）的普通股數量的情況下將有意義地擁有普通股；不過，登記持有人在符合納斯達克股票市場有限責任公司（或任何繼任機構）的適用規則和法規所要求的批准後，將允許超出有利擁有限制的認股權股份數量來行使此認股權（「納斯達克」），如有，在公司的股東與本公司股東關於由於超出19.99%公司已發行的普通股而導致根據納斯達克上市規則第5635(b)條進行的公司變更控制部分的股權控制，從而發行認股權股份（「股東批准」）為上述句子所述之目的，根據本句，對於正在考慮的透過行使本認股權而應行做出該決定的普通股，由登記持有人及其聯屬公司及歸屬方擁有的普通股數目應包括將來可能發行的普通股，不包括登記持有人或其聯屬公司或歸屬方所擁有其餘未行使的本認股權部分、及本公司的其他任何證券的未行使或未轉換部分的行使或折換（包括但不限於，任何其他可能在任何時段賦予持有人權利在任何時段購買普通股的公司或附屬公司的其他證券，包括但不限於，任何減小、優先股、權利、選擇權、認股權證或其他任何證券，該等證券不論原始是否可轉換或行使或交換，或其他原因使其持有者可以在任何時段收取普通股）受到類似於本限制內容的轉換或行使限制，該類證券由登記持有人或其聯屬公司或歸屬方擁有。除前述情況外，為了 第1D節，受益所有權應按照1934年修改後的證券交易法第13(d)條及其相應制定的規則和法規計算（“證券交易所法案”），股票轉倉承認註冊持有人明確知曉公司並未向註冊持有人聲明該計算符合《交易所法》第13(d)條的規定，而該註冊持有人對於根據這些規定需要提交的任何表格負責。就本節 第1D 的適用情況，就本認股權是否可行（與註冊持有人及其聯屬企業和歸屬方擁有的其他證券相關）及此認股權的哪一部分可行，應由注冊持有人自行決定，並且簽署認股協議將被視為註冊持有人對於本認股權是否可行（與註冊持有人及其聯屬企業和歸屬方擁有的其他證券相關）及此認股權的哪一部分可行的決定，如適用，且公司無義務驗證或確認該決定的準確性。此外，如上述所述，任何集團地位的確定應根據《交易所法》第13(d)條來確定。對於本節 第1D，在確定普通股的流通股數時，註冊持有人可以依賴於（A）公司向美國證券交易委員會提交的最近的定期或年度報告，（B）公司最近的公開公告，或（C）公司或當前的股份轉倉及信託公司（Continental Stock Transfer & Trust Company）或公司的任何後續股份轉讓代理人發出的最新書面通知，以及任何後續的股份轉讓代理人，（“股票轉倉代理”), setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Registered Holder, the Company shall within one business day confirm orally and in writing to the Registered 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 Registered 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 19.99% of the number of shares of the Common Stock outstanding before the initial issuance of this Warrant. To the extent any interpretation and implementation of any provision in this paragraph in conformity with the express terms of this Section 1D would result in aggregate beneficial ownership of Common Stock by the Registered Holder and Attribution Parties in excess of the Beneficial Ownership Limitation, the parties hereto shall immediately amend, modify or supplement such provision, with retroactive effect, to the extent necessary or desirable to properly give effect to such limitation; provided, however, that this provision shall not apply following the Stockholder Approval. The provisions contained in this paragraph shall apply to a successor holder of this Warrant.

Section 2. Adjustment of Number of Warrant Exercise Shares. The number of shares of Common Stock obtainable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2.

2A. Customary Adjustments.

(i)  Subdivision or Combination of Common Stock. If the Company at any time prior to the expiration of the Exercise Period subdivides (by any stock split, stock dividend, reclassification, recapitalization or other similar transaction) one or more classes of its Common Stock into a greater number of shares, the number of shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately increased. If the Company at any time prior to the expiration of the Exercise Period combines (by reverse stock split, reclassification, recapitalization or other similar transaction) one or more classes of its Common Stock into a smaller number of shares, the number of shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately decreased.

(ii)  Reorganization, Reclassification, Consolidation, Merger or Sale. Prior to the consummation of any Organic Change, the Company shall make appropriate provision to insure that each holder of the Warrants shall thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such holder’s Warrant, such cash, stock, securities or other assets or property as would have been issued or payable in such Organic Change (if the holder had exercised this Warrant immediately prior to such Organic Change) with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of such holder’s Warrant had such Organic Change not taken place. In any such case, the Company shall make appropriate provision with respect to such holders’ rights and interests to insure that the provisions of this Section 2 and Sections 3 and 4 shall thereafter be applicable to the Warrants (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment in the number and class of securities acquirable and receivable upon exercise of the Warrants). The Company shall not effect any Organic Change, unless prior to the consummation thereof, the successor entity (if other than the Company) which would result from such Organic Change assumes irrevocably and in writing, expressly for the benefit of each holder of Warrants (which assumption shall, unless such Organic Change is a bona fide third party transaction undertaken with a Person or Persons who are not Affiliates of the Company or its Subsidiaries, be in form and substance reasonably satisfactory to the Requisite Holders), the obligation to deliver to each holder of the Warrants such cash, stock, securities or other assets or property as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

(iii)  Certain Events. If any event occurs of the type contemplated by the provisions of this Section 2A, but not expressly provided for by such provisions (including the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company shall make an appropriate adjustment in the number of shares of Common Stock obtainable upon exercise of this Warrant so as to protect the rights of the holder of this Warrant; provided that, no such adjustment pursuant to this Section 2A.(iii) shall decrease the number of shares of Common Stock obtainable as otherwise determined pursuant to this Section 2A.

2B. Notices. The Company shall give written notice to the Registered Holder:

(i)  promptly and in any event within one (1) day, upon any adjustment to the number of shares of Common Stock obtainable upon exercise of this Warrant pursuant to Section 2A, setting forth in reasonable detail and certifying the calculation of such adjustment;

(ii)  at least ten (10) Business Days prior to the date on which the Company closes its books or takes a record (x) with respect to any dividend or distribution upon the Common Stock, (y) with respect to any pro rata subscription offer to holders of Common Stock or (z) for determining rights to vote with respect to any Organic Change, dissolution or liquidation; and

(iii)  at least ten (10) Business Days prior to the date on which any Organic Change, dissolution or liquidation shall take place;

or, in the case of any of the foregoing clauses (ii) through (iv) above, such shorter period of time to the extent determined by the Company Board in good faith that it would not be reasonably practicable for the Company to provide such notice at least ten (10) Business Days prior, in which case the Company shall provide such notice as promptly as reasonably practicable prior.

Section 3. Liquidating Dividends. If at any time prior to the expiration of the Exercise Period, the Company declares or pays a dividend upon the Common Stock payable otherwise than in cash out of earnings or earned surplus (determined in accordance with generally accepted accounting principles, consistently applied) except for a stock dividend payable in shares of Common Stock (a “Liquidating Dividend”), then the Company shall pay to the Registered Holder, at the time of payment thereof, cash, in an amount equal to the portion of the Liquidating Dividend that would have been paid to the Registered Holder had this Warrant been fully exercised immediately prior to the date on which a record is taken for such Liquidating Dividend, or, if no record is taken, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.

Section 4. Purchase Rights. If at any time prior to the expiration of the Exercise Period, the Company grants, issues or sells any Options, Convertible Securities or other rights to acquire securities of the Company or other property pro rata to the record holders of any class of Common Stock (“Purchase Rights”), then the Registered Holder shall be entitled to aggregate Purchase Rights, upon terms no less favorable than those offered to the record holders of Common Stock, equal to the Purchase Rights that the Registered Holder would have been entitled had this Warrant been fully exercised immediately prior to the date on which a record is taken for the issuance 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 issuance of such Purchase Rights.

Section 5. No Duplication Notwithstanding anything contained herein to the contrary, if the provisions of more than one sub-section of Section 2 (including Sections 2A and 2D), Section 3 or Section 4 could require, in connection with a single transaction or issuance, an adjustment to the number of shares of Common Stock obtainable upon exercise of this Warrant and/or issuance of additional Warrants, rights or securities to the Registered Holder under this Warrant, only one such provision shall apply, without duplication, and only one adjustment or issuance shall be made in connection therewith (it being understood, for the avoidance of doubt, that with respect to any single transaction, the holder of this Warrant may be entitled either to such an adjustment or to the issuance of additional rights or securities, as is more favorable to the holder, as determined by the Requisite Holders, but not both), and there shall be no adjustment or issuance of rights or other securities to the Registered Holder pursuant to this Warrant with respect to (i) Common Stock issued or issuable upon exercise of the Warrants or in respect of any Purchase Rights granted, issued or sold to the holder of this Warrant pursuant to Section 4, or (ii) the issuance of any Common Stock or other securities upon conversion, exchange or exercise of any securities outstanding on the date hereof.

Section 6. Definitions. The following terms have meanings set forth below:

“Affiliate” has the meaning set forth in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

“Business Day” means a day other than Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close.

“Governmental Authority” means any (i) government, (ii) governmental or quasi- governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal) or (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, in each case, whether federal, state, local, municipal, U.S. or non U.S., supranational or of any other jurisdiction.

“Law” means all laws, statutes, rules, regulations, codes, injunctions, decrees, orders, ordinances, registration requirements, disclosure requirements and other pronouncements having the effect of law of the United States, the Republic of the Marshall Islands, any other country or any U.S. or non-U.S. state, county, city or other political subdivision or of any Governmental Authority.

“Market Price” means as to any security the average of the closing prices of such security’s sales on all U.S. securities exchanges on which such security may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the highest bid and lowest asked prices on such day in the U.S. over-the-counter market as reported by OTC Market Group Inc., or any similar successor organization, in each such case averaged over a period of eleven (11) days consisting of the day as of which “Market Price” is being determined and the ten (10) consecutive Business Days prior to such day; provided that, if such security is listed on any U.S. securities exchange or quoted in a U.S. over-the-counter market the term “Business Day” as used in this sentence means Business Days on which such exchange or market, as applicable, is open for trading. If at any time such security is not listed on any U.S. securities exchange or quoted in the U.S. over-the-counter market, the “Market Price” shall be the fair value thereof reasonably determined in good faith by the Company Board (without applying any marketability, minority or other discounts); provided that, if the Requisite Holders in good faith dispute such determination, fair value shall be determined (without applying any marketability, minority or other discounts) by an appraiser jointly selected by the Company and the Requisite Holders. The Company and the Requisite Holders shall instruct such appraiser that it may not assign a fair value greater than the greatest value determined by either such party nor less than the lowest value determined by either such party. The determination of such appraiser shall be final and binding on the Company and the holders of the Warrants, and the fees and expenses of such appraiser shall be paid by the Company; provided that, if such appraiser determines that the actual fair value of the relevant consideration is (i) less than five percent (5%) more or less (as the case may be) than the fair value as determined by the Company Board, and (ii) closer to the fair value as determined by the Company Board than to the fair value as determined by the Requisite Holders, then such fees and expenses shall be paid by the Requisite Holders; provided, further, that each holder of Warrants agrees that it shall reimburse, upon demand, the Requisite Holders for such holder’s proportional share of such fees and expenses based on the number of Warrants held by such holder.

“Organic Change” means any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets or other similar transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) cash, stock, securities or other assets or property with respect to or in exchange for Common Stock.

“Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a Governmental Authority or another entity.

“Requisite Holders” means Registered Holders of Warrants representing a majority of the Common Stock obtainable upon exercise of all Warrants then outstanding.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company or other business entity, a majority of the partnership, limited liability company or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company or other business entity if such Person or Persons shall be allocated a majority of partnership, limited liability company or other business entity gains or losses or shall be or control the managing member or general partner of such partnership, limited liability company or other business entity.

Section 7. No Voting Rights; Limitations of Liability. This Warrant shall not entitle the holder hereof to any voting rights or other rights as a shareholder of the Company. No provision hereof, in the absence of affirmative action by the holder of this Warrant to purchase Common Stock, and no enumeration herein of the rights or privileges of such holder shall give rise to any liability of such holder for the Exercise Price of Common Stock acquirable by exercise hereof or as a shareholder of the Company.

Section 8. Assignment and Transfer. Subject to the transfer conditions and restrictions referred to in the legend endorsed hereon, this Warrant and all rights hereunder are transferable, in whole or in part, without charge to the Registered Holder, upon surrender of this Warrant with a properly executed Assignment at the principal office of the Company. In connection with any such transfer, the Company shall issue in the name of the transferee a new Warrant of like kind representing the same rights represented by this Warrant. Any transfer in violation of the transfer conditions or restrictions referred to in the legend endorsed hereon shall be void ab initio.

Section 9. Warrant Exchangeable for Different Denominations. This Warrant is exchangeable, upon the surrender hereof by the Registered Holder at the principal office of the Company, for new Warrants of like tenor representing in the aggregate the purchase rights hereunder, and such new Warrants shall represent such portion of the rights hereunder as is designated by the Registered Holder at the time of such surrender. The date the Company initially issues this Warrant shall be deemed to be the “Date of Issuance” hereof regardless of the number of times new certificates representing the unexpired and unexercised rights formerly represented by this Warrant shall be issued. All Warrants representing portions of the rights hereunder are referred to herein as “Warrants.”

Section 10. Replacement. If any certificate evidencing the Warrants is lost, stolen, destroyed or mutilated, the Company shall (at its expense), upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the Registered Holder shall be deemed to be satisfactory) of the ownership of the Warrants, execute and deliver in lieu of such certificate a new certificate of like kind representing the same rights represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

Section 11. Notices. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally against written receipt or by facsimile transmission against facsimile confirmation or mailed by prepaid first class certified mail, return receipt requested, or mailed by overnight courier prepaid, to (x) the Company, at its principal executive office, with copies (which shall not constitute notice) to 1180 N. Town Center Drive, Suite 100, Las Vegas, NV 89144 to the attention of Steve Gutterman, and (y) the Registered Holder, at Anchorage Lending CA, LLC, One Embarcadero Center #2409, San Francisco, CA 94126 to the attention of TuongVy Le, with copies (which shall not constitute notice) to Winston & Strawn LLP at 200 Park Ave, New York, NY 10166 to the attention of Sanjay Thapar and Jeff Shuman. All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 11, be deemed given on the day so delivered, or, if delivered after 5:00 p.m. local time of the recipient or on a day other than a Business Day, then on the next proceeding Business Day, or if delivered by facsimile transmission or email as provided in this Section 11, be deemed delivered upon confirmation of receipt, (ii) if delivered by mail in the manner described above to the address as provided in this Section 11, be deemed given on the earlier of the third (3^rd) Business Day following mailing or upon receipt and (iii) if delivered by overnight courier to the address as provided for in this Section 11, be deemed given on the earlier of the first (1^st) Business Day following the date sent by such overnight courier or upon receipt, in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section 11. Either party hereto from time to time may change its address, facsimile number, email address or other information for the purpose of notices to that party by giving notice specifying such change to the other party.

Section 12. Remedies. The Company hereby agrees that, in the event that the Company violates any provisions of this Warrant (including the obligation to deliver shares of Common Stock upon the exercise thereof), the remedies at Law available to the holder of this Warrant may be inadequate. In such event, the Requisite Holders and, with the prior written consent of the Requisite Holders, the holder of this Warrant, shall have the right, in addition to all other rights and remedies any of them may have, to specific performance and/or injunctive or other equitable relief to enforce or prevent any violations by the Company of this Warrant and/or any other Warrants.

Section 13. Amendment and Waiver. No amendment of any provision of this Warrant shall be valid unless the same shall be in writing and signed by the Company and the Requisite Holders.

Section 14. Descriptive Headings; Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. All matters arising out of or relating to this Warrant and the transactions contemplated hereby (including its interpretation, construction, performance and enforcement) shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware.

Section 15. Most-Favored Nation. So long as this Warrant is outstanding, if the Company sells or issues any new security on terms that differ from this Warrant, the Company will provide the Registered Holder with written notice of such sale or issuance, including the terms of the new security, no later than five (5) days after the closing date thereof. If the Registered Holder reasonably believes any term of the new security is more favorable to the holder of such security or that the new security contains any term in favor of the holder of such security that the Registered Holder reasonably believes was not similarly provided to the Registered Holder in this Warrant, then (i) the Registered Holder shall notify the Company of such additional or more favorable term within three (3) Business Days of the issuance or amendment (as applicable) of the respective security or if later, within three (3) Business Days of the Company providing holder written notice of the transaction accompanied by copies of the definitive transaction documents, and (ii) such term, at the Registered Holder’s option, shall become a part of this Warrant (regardless of whether the Company or the Registered Holder complied with the notification provision of this Warrant). If the Registered Holder elects to have the term become a part of this Warrant, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Registered Holder (the “Acknowledgment”) within three (3) Business Days of Company’s receipt of request from the Registered Holder, provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

* * * * * *

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer as of the Date of lssuance.

[Signature Page – Warrant]

EXHIBIT A

ASSIGNMENT

FOR VALUE RECEIVED, ________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (Certificate No. W- ______________) with respect to the number of shares of the Common Stock covered thereby set forth below, unto:

EXHIBIT B

EXERCISE AGREEMENT

The undersigned, pursuant to the provisions set forth in the attached Warrant (Certificate No. W- __________), hereby agrees to subscribe for the purchase of _____________ shares of the Common Stock covered by such Warrant.

Check one box: