展覽品4.3

此安防證券及可行使此證券的證券皆未在美國證券和交易委員會或任何州證劵委員會註冊 基於在1933年修正的《證券法》下的註冊豁免，因此可能無法除按照《證券法》的有效註冊聲明進行要約或售出 或根據可用的豁免或在不受《證券法》註冊要求限制的交易下進行，並按照相應的州證券法 本安防證券及可通過此安防證券行使的證券可能在與由該等證券擔保的真正保證金帳戶或其他貸款相關的情況下抵押。

D系列普通股購買認股權證

應用DNA科學，公司。

本系列D普通股購買權證書（“權證”）證明，經支付相應價值，[___________]或其受讓人（“持有人”）有權根據下文規定的條件，在股東批准日期（如下定義）（“初始行權日”）之日起，在初始行權日期後的任何時間，但在初始行權日期後十八（18）個月週年之前的下午5:00（紐約市時間）之前行使，（“終止日期”) 但在此之後，訂閱併購買來自Applied DNA Sciences, Inc.，一家特拉華州的公司（“公司）， 最多[______]股（根據本文的調整，這是指"權證 股票的普通股票。本認股權證項下一股普通股票的購買價格應等於2(b)條款中定義的行使價格。

第1條.          定義。 除了本認股權證中其他地方定義的條款外，在本第1條中以下術語具有指示的含義：

“「附屬公司」應當按照本協議簽署當日生效的《交易所法規》120億2條所賦予的含義進行解釋。“ 指任何人，直接或間接地通過一個或多個中間人，控制或被控制或在一個人之下共同控制，這些術語如同《證券法》第405條下使用和解釋。

“買盤價格” 代表，對於任何日期，根據適用的以下條款中最先出現的條款確定的價格：(a) 如果普通股當時在一個交易市場上列出或報價，則該普通股在該交易市場上的買盤價格，該價格是交易市場中報告的普通股的買盤價格，時間為當地時間上午9:30至下午4:02之間(其中紐約市時間)，(b) 如果OTCQb或OTCQX不是一個交易市場，則普通股在該日期(或最接近的日期)在OTCQb或OTCQX上的成交量加權平均價，(c) 如果普通股當時未在OTCQb或OTCQX上列出或報價進行交易而且如果普通股的價格當時在粉紅市開市(或類似機構或機構繼承其報價價格的職能)上報告，則普通股的每股最近買盤價，或(d) 在其他所有情況下，普通股的每股公平市值，由當時持有的認股權證持有人中佔多數利益的獨立審定人選擇並獲公司合理接受的依誓信信任的獨立估價師所確定，其費用和開支由公司支付。

“董事會「董事會」指公司的董事會。

“業務 日「其他」指除了星期六、星期日或者紐約市商業銀行根據法律被授權或必須保持關閉的日子。 提供, 但是就澄清而言，商業銀行不得因“居家留在原地”、“遮蔽掩護”、“非必要員工”或任何其他類似命令或限制，或在任何政府當局指示下關閉任何實體分行地點而被認定為已獲授權或受法律要求關閉，只要紐約市的商業銀行的電子資金轉帳系統（包括電匯）在該日一般對客戶開放使用。

“」提交給美國證券交易委員會（「“SEC”代表美國證券交易委員會。

“普通股“意味著公司的普通股，每股面額為0.001美元，並且將來可能被重新分類或更改為任何其他類型的證券。”

“普通股等價證券「Common Stock Equivalents」指公司或其子公司的任何證券，其持有人隨時有權取得普通股，包括但不限於任何債務、優先股、權利、認購權、認股權或其他工具，該工具可在任何時間轉換、行使或交換普通股，或以其他方式使其持有人有權獲得普通股。

“交易所法” 意指一九三四年資本交易法案（已經修訂）及根據該法案頒布的規則和法規。

“持有「 」表示個人或公司、合夥企業、信託、有限責任公司、合資公司、股份公司、政府（或其機構或分支機構）或其他任何形式的實體。

“購買協定「」代表著2024年10月__日起生效的《證券購買協議》，公司與購買方簽署，並根據其條款隨時修訂、修改或補充。

“證券法「1933年證券法」指經修訂的1933年證券法和依據該法定製的規則和法規。

“股東批准「根据納斯達克資本市場（或任何後繼實體）的適用條例和規定，可能需要股東批准，以允許執行warrants，包括發行所有warrant shares以及配合根據此處第2(c)​​條款進行的零現金償付，並同意在Share Combination事件依照此處第3(h)條款的情況下調整warrants的行使價格或普通股下的股份數量。」

“股東 批准日期“當天”指的是公司通知股東批准股東大會的持有人後的第一個交易日， 該通知應在公司收到股東批准後的兩個交易日內提供。

“「財政部條例」是指根據《稅收法典》頒佈的所有擬議、臨時和最終條例，這些條例可能會不時修訂（包括後續條例的相應規定）。"子公司"指公司的任何子公司，適用時還應包括公司在本公約日期後成立或收購的任何直接或間接子公司。

“交易日「日」指在交易市場上進行普通股交易的一天。

“交易市場“意味着在問題日期上列出或報價的普通股的任何市場或交易所：紐約證券交易所,納斯達克納斯達克資本市場,納斯達克全球市場,納斯達克納斯達克全球精選市場,紐約證券交易所,OTCQb或OTCQX（或任何上述任何交易所的繼任者）。

“轉移 代理人「」代表Equiniti Trust Company, LLC，公司目前的轉讓代理人，郵寄地址為紐約紐約10005市48號華爾街23樓，電子郵件地址為[_________]，以及公司的任何後續轉讓代理人。

“VWAP對於任何日期，"價格" 意指以下各款第一款適用的價格︰ (a) 如果普通股當時已在交易市場掛牌或掛牌報價，在該日期（或最近的前一個日期）普通股的每日成交量加權平均價，並且在當時掛牌或掛牌報價的交易市場上，根據彭博社L.P. 报告的信息（根據紐約市時間從上午9:30 至下午4:02 新紐約市時間的交易日）， (b) 如果OTCQb或OTCQX不是交易市場，該日期的普通股的成交量加權平均價（或最近的前一個日期）在OTCQb或OTCQX上適用， (c) 如果當時普通股未在OTCQb或OTCQX上交易掛牌或報價，並且如果當時公佈普通股價格的是粉紅市場 (或一個類似的組織或機構接替其報價職能)，則普通股每股最近報價買盤價，或 (d) 在所有其他情況下，普通股的每股公平市值，根據當時持有的Warrants表決權大多數人士誠信選擇的獨立估值專家確定，並且對公司合理接受，其費用和開支將由公司支付。

“認股證「」表示根據購買協議由公司發行的這些認股權和其他普通股認購權。

第2節.              行使數量：.

a)            行使認股權認股權購股權可以在初始認股日或之後的任何時間內全部或部分行使，但在終止日期之前須行使。行使時必須通過電郵提交執行文件的PDF副本，形式如附件所示（“通知書”）。在此類行使的日期之後的（i）一（1）個交易日和（ii）構成標準結算期（如2（d）（i）中所定義的）的交易日之前，持有人按通知書中指定的每股認股價格以電匯或美國銀行的出納支票支付指定證券數量的總價，除非在通知書中指定了在部分行使方案中所描述的無現金行使程序。不需要墨水原件通知書，也不需要通知書的任何典章保證（或其他類型的保證或公證）。儘管有此相反的規定，但持有人在購買此認股權可購股份的全部股份並且該認股權已全部行使之前，不需要實際上向公司交出此認股權，此時持有人應在提交最後的通知書後的三（3）個交易日內向公司交出此認股權以供注銷。認股權的部分行使會降低可在此之下購買的認股權的股份數量，其降低數額等於已購買的認股權數量。持有人和公司應保持記錄，記錄認股權的購買數量和購買日期。公司必須在收到通知書後的一（1）個工作日內提出任何異議。行使通知書在（i）兩個（2）交易日或（ii）自行使權利證書條款所述之日期起算標準結算期間（如2（d）（i）條所定義）中的交易日數以內的較早日期，持有人應透過電匯或美國銀行開立的本票支付指定在適用的行使通知書中所述股份的總行使價格，除非在適用的行使通知書中指定了無現金行使程序，如第2（c）條所述。 不需要奉呈原件的行使通知書，也不需要任何行使通知書的保證章（或其他形式的保證或公證）。儘管本文有所不同，除非持有人已購買本權利證書下可用之全部權利證書股份並已全數行使本權利證書，在該情況下，持有人應在向公司送達最終行使通知書的日期起算三（3）個交易日內向公司交還本權利證書以作注銷。本權利證書的部分行使會造成購買本權利證書下可用總權利證書股份的一部分，導致可根據情況購買的權利證書股份數目下降。持有人和公司將保留記錄，顯示購買的權利證書股份數目和購買日期。公司應在收到行使通知後一（1）個業務日之內提出對任何行使通知的異議。 持有人和任何受讓人在接受本權證時，承認並同意，由於本段規定，在購買本權證下的部分權證股份後，任何時候本權證下可購買的權證股份數量可能少於本權證面額上所述的金額。

b）行使價格這張認股權證下的普通股行使價格應為$[_____ ]，受此處調整（即“行使價格”).

c)            無現金股票行使若在揭發日期後六個月任何時候，行使此處無有效登記或其中包含的銷售證券的招股說明書將無法供持有人轉售權證股票時，則持有人可採用“無現金行使”方式在該時全數或部分行使本權證，持有人將有資格收到權證股份數，其計算方法為將 [(A-B) (X)] 除以 (A) 得到的商。

如果以無現金行使方式發行認股權股份，各方均承認並同意，根據《證券法》第3(a)(9)條的規定，發行的認股權股份的持有期可能被連接到本認股權的持有期。公司同意不採取任何與本第2(c)條相悖的立場。

在股東批准日期後的任何時間，無論是否有有效的登記聲明可用，持有人還可以進行“替代無現金行使”。在這種情況下，對於選擇進行替代無現金行使的任何通知行使，所發行的普通認股權股數應等於（i）根據本認股權條款行使本認股權時將發行的普通認股權股數的總和，如果此種行使是以現金行使而不是無現金行使進行的，則乘以（ii）1.0。儘管本文有任何相反之處，在終止日期，本認股權應根據本第2(c)節（包括本段的替代無現金行使）自動行使無現金行使。

d)            運動的力學.

i.            行使期權時的認股權份額交付。 公司應確保在此之下購買的認股權份額通過轉移登記代理向持有人的帳戶或其指定的餘額賬戶寄送到存管信託公司通過其存入或提取保管人系統（“DWAC”，如果該公司是該系統的參與方，並且（A）有有效的注冊聲明可以發行認股權份額，或者持有人可以轉售認股權份額，或者（B）認股權份額符合144條規定的交易方式限制（假設無現金行使認股權），否則，公司需透過在該公司股份登記冊中以持有人名義或其指定人的名義注冊的證書的物理交付向持有人所指定的地址交付認股權份額，以便在最早日期內完成交割，該日期為（i）提交行使通知書的公司之後兩個（2）交易日，（ii）向公司提交總行使價格的交付後，一個（1）交易日，以及（iii）提交行使通知書之後的交易日數，構成標準交割期（“認股權份額交割日期”）。提交行使通知書後，若除現金行使以外，支付總行使價格（首要）的時間在提交行使通知書後（i）兩個（2）交易日之內，或者（ii）在標準交割期的交易日數之內，則不論認股權份額交割日期，均應認定持有人獲得所行使的認股權份額的所有企業目的，其名義股東，但須在提交行使通知書後收到支付總行使價格。公司同意保持轉移代理，該轉移代理是FASt計劃的參與者，只要此認股權仍未行使並有效。在此使用中，“標準交割期”表示在提交行使通知書的當日，公司在其主要交易市場上與普通股相關的標準結算期，用交易日表示。DWAC）若公司隨後參與該系統，且（A）有有效的登記聲明允許向持有人發行認股權股份或轉售認股權股份，或（B）認股權股份符合根據第144條的限制進行轉售的資格（假設無現金行使認股權），且否則通過以現金行使認股權的方式處理，並向公司提供姓名為持有人或其指定人的證書或記錄條目陳述的交割地點，以交付持有人根據行使條件享有的認股權股份總數，要求交割通知上的日期為（i）在交付給公司通知行使之後的一個营业日（ii）交付給公司總行使價款的一個营业日，和（iii）交付給公司通知行使後標準結算期所包含的营业日之數字中最早的日期（該日期稱為“認股權股份交付日期）一旦發送行使通知，不論傳送認股權股份的日期如何，只要在通知行使後的標準結算期限內收到總行使價款（除非為無現金行使情況），即被視為已成為相應認股權股份的持有人記錄，無論認股權股份的交付日期為何。 如果由於任何原因而使公司未能在認股權股份交付日期前向持有人交付已行使通知的認股權股份，公司應給付持有人現金作為賠償金，而非罰款，對於每1000美元的認股權股份（基於當應用通知行使日普通股VWAP），每一营业日10美元（在認股權股份交付日期後的第三個营业日增加到每营业日20美元），直至交付認股權股份或持有人撤回該次行使。 公司同意保持一位參與FASt計劃的過戶代理人，只要該認股權持续存在並可行使。 在此使用中，“標準結算期”代表標準結算期限，根據披露履行通知書之日期在公司主要的交易市場上對於普通股的交易天數數量。

ii.           行使時發行新認股權證若本認股權證被行使部分，本公司應在行使時，於股票交付之時，根據本認股權證，發給新的認股權證予行使人，其權益為認購本認股權證未被行使而認購的股票，而這新的認股權證其他條件必須與本認股權證完全相同。

iii.          撤銷權 權利如果公司未能要求過戶代理將認股權股票按照第2(d)(i)條款於認股權股票交付日期前傳送給持有人，則持有人將有權撤銷該行使。

iv.          買入失敗，未能及時交付認股權股票的補償此外，如果公司未能使過戶代理向持有人按照上述第2(d)(i)條的規定在行使截至 Warrant 股份交付日期之前進行的運作後傳送 Warrant 股份，並且在該日期後，持有人被其券商要求購買（在公開市場交易或其他方式）或持有人的券商公司以滿足持有人希望在該等運作後收到的 Warrant 股份出售的要求而購買普通股，在逾越持有人購買上述所購普通股的總價（包括券商佣金（如有））的金額時，公司應（A）以現金支付給持有人金額，即（x）購買該等股份的持有人總價超過（y）在執行產生該等購買義務的賣出訂單價格的 Warrant 股份數目倍率和（2）執行的價格的金額，而且（B）由持有人的選擇，要麼復位該 Warrant 的部分和相同數目的 Warrant 股份，表示未獲尊重的運作（在這種情況下，該運算應被認為被撤銷），要麼向持有人交付已到期的發行股份數目，如果公司準時遵守其在此運作下運轉和交付義務，就應被發行過的普通股數目。例如，如果持有人購買總價值 $11,000 的普通股以支付現金運作，以彌補對應於該等購買義務的總銷售價值為 $10,000 的普通股的嘗試運作，則在馬上前面部分句子的該款（A）條下，公司應被要求支付給持有人 $1,000。持有人應向公司提供書面通知，指明因 Buy-In 而應向持有人支付的金額，并在公司要求時提供相關損失的證據。本文概不限制持有人根據此處的其他任何救濟採取的權利，法律或公平法，包括但不限於就公司未能按照此處條款要求及時交付普通股運行 Warrant 運行的行使而求得特定履行和/或禁制令解決。買入其次，如果公司未能使過戶代理按照上述第2(d)(i)條的規定在運作截止日期前向持有人傳送 Warrant 股份，在 Warrant 股份交付日期後，持有人被其券商要求購買普通股（在公開市場交易或其他方式）或持有人的券商公司以滿足持有人預期在該等運作中接收的 Warrant 股份出售而購買普通股時，則公司應（A）向持有人支付現金，金額為購買的普通股總價（包括券商佣金，如有）超過執行產生該等購買義務的賣出訂單價值的倍率，並（B）應由持有人選擇，要麼復原未獲應募的 Warrant 部分和相同數量的 Warrant 股份（如此，該運行應被認為被撤銷），要麼交付持有人應發行的普通股股數，若公司按時履行其在此運行和交付的義務。舉例來說，若持有人購買總價值 $11,000 的普通股以支付 Buy-In 與相關的嘗試運行有關的普通股的嘗試運行，其總銷售價值為 $10,000，根據前句（A）條款，公司應被要求支付 $1,000 給持有人。持有人應向公司提交書面通知，指明 Buy-In 應支付的金額，並在公司要求時提供證據證明損失金額。本條文不限制持有人根據此處、法律或公平法遵循的其他救濟權利，包括但不限於關於公司未能及時交付普通股以履行 Warrant 運行所需求的條款之特定履行判決和/或禁制令。

v.           不得發行碎股或憑證不得發行碎股或憑證以代表碎股；對於持有人本應在行使權證時購買的任何一股的一部分，公司可以選擇支付現金調整，金額等於該股數乘以行使價格的碎數或者四捨五入至下一整數的股份。

vi.          費用、稅款和費用發行認股權股份不得向持有人收取任何發行或轉移稅或其他附帶費用，這些稅款和費用全部由公司支付，而且這些認股權股份將由持有人或持有人指定的名稱發行； 提供, 但是根據以下情況，如果Warrant股份將以持有人姓名以外的名義發行，則當此Warrant被交付以行使時，應附帶由持有人執行並附著的轉讓形式，並且作為相關條件，公司可能要求支付足夠的金額來補償其的任何轉讓稅。 公司應支付所有與當日處理任何行使通知所需的轉讓代理費以及與當日電子交付Warrant股票所需的存管信託公司（或其他執行相似功能的已建立的清算公司）相關的費用。 為避免疑慮，本第2(d)(vi)條的任何內容均不得要求公司在早於Warrant股份交付日期之日交付Warrant股份。

vii.         Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

e)            Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3.              Certain Adjustments.

a)            Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b)            Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c)            Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d)            Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, provided, however that the sale by the Company of any Subsidiary, other than a Material Subsidiary, does not constitute a Fundamental Transaction, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding Common Stock or greater than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person, including such Person’s Attribution Parties, whereby such other Person (including such Person’s Attribution Parties) acquires greater than 50% of the outstanding shares of Common Stock or greater than 50% of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). “Material Subsidiary” shall mean any subsidiary of the Company that is material to the business and operations of the Company (or has material assets to the Company on a consolidated basis) as described in the Company’s public filings with the Commission (it being acknowledged and agreed that for purposes of this definition Applied DNA Clinical Labs LLC is not a “Material Subsidiary”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company's control, including not approved by the Company's Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the VWAP immediately preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier), (D) the sum of the remaining option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

e)            Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f)             Notice to Holder.

i.             Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.           Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

g)            Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

h)            Share Combination Event Adjustment. In addition to the adjustments set forth in Section 3(a) above, if at any time and from time to time on or after the Stockholder Approval Date, there occurs any share split, share dividend, share combination recapitalization or other similar transaction involving the Common Stock (each, a “Share Combination Event”, and such date thereof, the “Share Combination Event Date”) and the lowest VWAP during the period commencing five (5) consecutive Trading Days immediately preceding and the five (5) consecutive Trading Days commencing on the Share Combination Event Date (the “Event Market Price”) (provided if the Share Combination Event is effective after close of trading on the primary Trading Market, then commencing on the next Trading Day which period shall be the “Share Combination Adjustment Period”) is less than the Exercise Price then in effect (after giving effect to the adjustment in Section 3(a) above), then at the close of trading on the primary Trading Market on the last day of the Share Combination Adjustment Period, the Exercise Price then in effect on such fifth (5th) Trading Day shall be reduced (but in no event increased) to the Event Market Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price of this Warrant on the Issuance Date for the Warrant Shares then outstanding shall remain unchanged. Notwithstanding the foregoing, (i) in no event shall the Exercise Price be adjusted hereunder to less than $0.0634, subject to adjustment for reverse and forward stock splits and the like (“Floor Price”) (if the Event Market Price is less than the Floor Price, the adjustment shall be to the Floor Price) and (ii) if one or more Share Combination Events occur prior to the Stockholder Approval being obtained and a reduction of the Exercise Price did not occur, once the Stockholder Approval is obtained, the Exercise Price will automatically be reduced to equal the lowest Event Market Price with respect to any Share Combination Event that occurred prior to the Stockholder Approval being obtained and the number of Warrant Shares shall be proportionately adjusted pursuant to the foregoing. For the avoidance of doubt, (a) if the adjustment in the immediately preceding sentence would otherwise result in an increase in the Exercise Price hereunder, no adjustment shall be made, and if this Warrant is exercised, on any given Exercise Date during the Share Combination Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Exercise Date, such applicable Share Combination Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Exercise Date and the Event Market Price on such applicable Exercise Date will be the lowest VWAP of the Common Stock immediately during such the Share Combination Adjustment Period prior to such Exercise Date and ending on, and including the Trading Day immediately prior to such Exercise Date and (b) all adjustments pursuant to this Section 3(i) shall also be subject to Section 3(a) above, including any Event Market Price.

Section 4.              Transfer of Warrant.

a)            Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b)            New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c)            Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d)            Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

e)            Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Section 5.              Miscellaneous.

a)            No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

b)            Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c)            Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

d)            Authorized Shares.

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e)            Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

f)            Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g)            Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h)            Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at Applied DNA Sciences, Inc., 50 Health Sciences Drive, Stony Brook, NY 11790, Attention: Beth Jantzen, email address: beth.jantzen@adnas.com, or such other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

i)            Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j)            Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k)            Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

l)            Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder or the beneficial owner of this Warrant, on the other hand.

m)            Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

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

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(Signature Page Follows)

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

NOTICE OF EXERCISE

(1)   The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

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

¨ in lawful money of the United States; or

¨ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

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

_______________________________

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

_______________________________

_______________________________

_______________________________

(4)   Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

ASSIGNMENT FORM

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

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