NEITHER THE ISSUANCE AND SALE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
||Issuance Date: _______________, 2016|
INTERNATIONAL DELIGHTS OF AMERICA, INC.
THAT, for value received, [___] (the “Holder”), is entitled to subscribe for and purchase, at the
Exercise Price (as defined below), from Hispanica International Delights, Inc. , a Delaware corporation (the “Company”),
shares of the Company’s common stock, par value $0.001 (the “Common Stock”), at any time prior to the
5:00 p.m., Eastern time, on ___________, 2021 (the “Warrant Exercise Term”).
This Warrant is issued
in connection and subject to, the terms and conditions described in the Securities Purchase Agreement, dated ______________, 2016,
between the initial Holder and the Company (the “Agreement”). Capitalized terms used herein and not otherwise
defined shall have the definitions ascribed to such terms in the Agreement. As used herein, the term “Trading Day”
means any day that shares of Common Stock are listed for trading or quotation on the OTCBB (as defined in the Agreement), any tier
of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT (the “Trading Market”).
This Warrant is subject
to the following terms and conditions:
The Holder has, subject to the terms set forth herein, the right to purchase up to an aggregate of ___________________________
shares (the “Shares”) of Common Stock at a per share exercise price of $0.85 (as subject to adjustment as provided
for herein, the “Exercise Price”).
This Warrant may be exercised by the Holder at any time prior to the expiration of the Warrant Exercise Term, in whole or in part,
by delivering the notice of exercise attached as Exhibit A hereto (the “Notice of Exercise”), duly executed
by the Holder to the Company by sending such by electronic mail (“e-mail”) to both email@example.com with copy
to ___________________. Within one (1) Trading Day following the date of exercised as aforesaid, the Holder shall deliver the aggregate
Exercise Price (“Purchase Price”) for the shares specified in the applicable Notice of Exercise by wire transfer
or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 1(g) below is
specified in the applicable Notice of Exercise. For purposes hereof, “Exercise Date” shall mean the date on
which all deliveries required to be made to the Company upon exercise of this Warrant pursuant to this Section 2(a) shall have
been made. No ink-orignal Notice of Exercise nor a medallion guarantee (or other type of gurantee or notarization) shall be required
of Shares. Upon receipt by the Company from the Holder of a facsimile transmission or e-mail (or other reasonable means of
communication) followed by a telephonic confirmation to its CEO or CFO, of a Notice of Exercise, and receipt confirmation of applicable
funds, the Company shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates
for the Shares (or cause the electronic delivery of the Shares as contemplated by Section 2(d) hereof) within three (3) Trading
Days after such receipt (the “Deadline).
Delivery of Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Shares
issuable upon exercise hereof, provided the Company is participating in the Depository Trust Company (“DTC”)
Fast Automated Securities Transfer program, upon request of the Holder, the Company shall use its best efforts to cause its transfer
agent to electronically transmit the Share issuable upon exercise hereof to the Holder by crediting the account of Holder’s
Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.
The issuance of the Shares upon the exercise of this Warrant, and the delivery of certificates or other instruments representing
such Shares, shall be made without charge to the Holder for any tax if applicable, and the Holder shall bear any such taxes in
respect of such issuance if needed.
on Beneficial Ownership. 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 Common Shares beneficially owned by the Holder and its Affiliates
and Attribution Parties shall include the number of Common Shares issuable upon exercise of this Warrant with respect to which
such determination is being made, but shall exclude the number of Common Shares 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 Share 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 1(f), 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 1(f)
applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together
with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion
of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the
Warrant that are not in compliance with the Beneficial Ownership Limitation (other than to the extent that information on the number
of outstanding Common Shares of the Company is provided by the Company and relied upon by the Holders). In addition, a determination
as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder and the Company shall have no obligation to verify or confirm the accuracy of such determination
and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation. For
purposes of this Section 2(e), in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding
Common Shares 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 Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within
two Trading Days confirm orally and in writing to the Holder the number of Common Shares then outstanding. In any case, the number
of outstanding Common Shares 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
Common Shares was reported. The “Beneficial Ownership Limitation” shall not exceed 4.99% of the number of the Common
Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of this Warrant. The
Holder may increase or decrease the Beneficial Ownership Limitation provisions of this Section12(f), provided that the Beneficial
Ownership Limitation in no event exceeds 9.99% of the number of the Common Shares outstanding immediately after giving effect to
the issuance of Common Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 1(f) shall continue
to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is
delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 1(f) 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
Exercise. Notwithstanding anything contained herein to the contrary, if and only if a registration statement pursuant to the
1933 Act covering the resale of all or any portion of the Warrant Shares is not available for the resale of such Warrant Shares
(such unregistered portion of the Warrant Shares, the “Unavailable Warrant Shares”), the Holder may, in its
sole discretion may exercise this Warrant solely with respect to the Unavailable Warrant Shares 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 for such
Unavailable Warrant Shares, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock
determined according to the following formula (a “Cashless Exercise”):
X = Y
(A - B)
X = the number
of Warrant Shares to be issued to the Holder
Y = the number
of Unavailable Warrant Shares with respect to which the Warrant is being exercised
A = the fair value
per share of Common Stock on the date of exercise of this Warrant
B = the then-current
Exercise Price of the Warrant
Solely for the purposes
of this paragraph, “fair value” per share of Common Stock shall mean (A) the last VWAP immediately preceding the time
of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable
Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such
that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP
shall be used in this calculation);, or (B) if the Common Stock is not publicly traded as set forth above, as reasonably and in
good faith determined by the Board of Directors of the Company as of the date which the Notice of Exercise is deemed to have been
sent to the Company.
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Shares for such date (or the nearest
preceding date) on the Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading
Market, the volume weighted average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX
as applicable, (c) if the Common Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common
Shares are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency
succeeding to its functions of reporting prices), the most recent bid price per share of the Common Shares so reported, or (d)
in all other cases, the fair market value of a share of Common Shares as determined by an independent appraiser selected in good
faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.
For purposes of Rule
144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a Cashless Exercise
transaction shall be deemed to have been acquired by the Holder, and the holding period for such shares shall be deemed to have
commenced, on the date this Warrant was originally issued.
of Exercise Price and Other Events.
(a) Fundamental Transactions.
The Company shall not enter into or be party to a Fundamental Transaction unless the entity succeeding to the Company (the “Successor
Entity”) assumes in writing all of the obligations of the Company under this Warrant and the Agreement pursuant to written
agreements in form and substance. Upon occurrence or consummation of the Fundamental Transaction, and it shall be a required condition
to the occurrence or consummation of such Fundamental Transaction that, the Company and the Successor Entity shall deliver to the
Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the occurrence or consummation of
the Fundamental Transaction, as elected by the Company and Successor Entity solely at their option, shares of Common Stock, shares
of capital stock of the Successor Entity (“Successor Capital Stock”)
(b) As used herein, the
term “Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company to one or more entities, or (iii) make, or allow one or more entities to make, or
allow the Company to be subject to or have its Common Stock be subject to or party to one or more entities making, a purchase,
tender or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock,
(y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all entities making or party
to, or affiliated with any entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such
number of shares of Common Stock such that all entities making or party to, or Affiliated with any entity making or party to, such
purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of
at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more entities
whereby all such entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Common
Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the entities
making or party to, or affiliated with any entity making or party to, such stock purchase agreement or other business combination
were not outstanding; or (z) such number of shares of Common Stock such that the entities become collectively the beneficial owners
(as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize
or reclassify its Common Stock such that such modified Common Stock no longer has the residual right to dividends or distributions
form the Company or the residual right to vote on matters given to the common stock holders under Nevada law, (B) that the Company
shall, directly or indirectly, including through subsidiaries, affiliates or otherwise, in one or more related transactions, allow
any entity individually or entities in the aggregate to be or become the "beneficial owner" (as defined in Rule 13d-3
under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer,
exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization, recapitalization,
spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of
either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock, (y) at least
50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held by all such entities as
of the date of this Warrant calculated as if any shares of Common Stock held by all such entities were not outstanding, or (z)
a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other equity
securities of the Company sufficient to allow such entities to effect a statutory short form merger or other transaction requiring
other stockholders of the Company to surrender their shares of Common Stock without approval of the stockholders of the Company
or (C) directly or indirectly, including through subsidiaries, affiliates or otherwise, in one or more related transactions, the
issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents,
the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this definition
which may be defective or inconsistent with the intended treatment of such instrument or transaction.
(c) Notice of Adjustments.
Upon any adjustment of the Exercise Price and any increase or decrease in the number of Shares purchasable upon the exercise of
this Warrant, then, and in each such case, the Company, within 30 business days thereafter, shall give written notice thereof to
the Holder at the address of such Holder as shown on the books of the Company, which notice shall state the Exercise Price as adjusted
and, if applicable, the increased or decreased number of Shares purchasable upon the exercise of this Warrant, setting forth in
reasonable detail the method of calculation of each.
Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be undertaken in accordance
with the provisions of Section 8(f) of the Agreement.
of Legend. The Holder shall have the right to cause restrictive legends removed from the Shares as provided for in the Agreement.
Shares. No fractional Shares will be issued in connection with any exercise hereunder. Instead, the Company shall round up,
as nearly as practicable to the nearest whole Share, the number of Shares to be issued.
of Stockholder. Except as expressly provided in Section 3 hereof, the Holder, as such, shall not be entitled to vote or receive
dividends or be deemed the holder of the Shares or any other securities of the Company that may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the
rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders
at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of
stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of
meetings, or otherwise until this Warrant shall have been exercised.
delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of
the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares;
provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading
Days of delivery of the Notice of Exercise. If the Company fails for any reason under their direct control to deliver to the Holder
the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in
cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP
of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on
the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date
until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that
is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.
(b) In addition
to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant
Shares in accordance with the provisions of Section 7(a) above pursuant to an exercise on or before the Warrant Share Delivery
Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the
Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of
the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A)
pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares
that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the
sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion
of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall
be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company
timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having
a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate
sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company
shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable
to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall
limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
Multiple Warrants; Lost Warrant; New Warrants. This Warrant and the Shares may be offered for sale, sold, transferred, pledged
or assigned without the consent of the Company, provided that any such offer, sale, transfer, pledge or assignment must be undertaken
in accordance with applicable law, rule and regulation (including the 1933 Act). This Warrant is exchangeable, upon the surrender
hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants representing in the aggregate the right
to purchase the number of Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such
portion of such Shares as is designated by the Holder at the time of such surrender. Upon receipt by the Company of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction,
of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender
and cancellation of this Warrant, the Company shall execute and deliver to the Holder at he Holder’s cost a new Warrant representing
the right to purchase the Warrant Shares then underlying this Warrant. 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 Shares then underlying this Warrant (or in the case of a new
Warrant being issued pursuant to this Section 8, the 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 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.
Warrant and disputes arising hereunder shall be governed by and construed and enforced in accordance with the laws of the State
of New York applicable to agreements made and to be performed wholly within such State, without regard to its conflict of law rules.
Venue for resolution of disptutes shall be as provided for in the Agreement.
(b) The headings
in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.
(c) The covenants
of the respective parties contained herein shall survive the execution and delivery of this Warrant.
(d) The terms
of this Warrant shall be binding upon and shall inure to the benefit of any successors or permitted assigns of the Company and
of the Holder and of the Shares issued or issuable upon the exercise hereof.
Warrant and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the
parties with regard to the subject hereof.
(f) The Company
shall not, by amendment of its Certificate or Articles of Incorporation or Bylaws, or through any other means, directly or indirectly,
avoid or seek to avoid the observance or performance of any of the terms of this Warrant and shall at all times in good faith assist
in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder contained herein against impairment.
receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form and amount
to the Company, or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company, at the Holder’s
expense, will execute and deliver to the Holder, in lieu thereof, a new Warrant of like date and tenor.
Warrant and any provision hereof may be amended, waived or terminated only by an instrument in writing signed by the Company and
IN WITNESS WHEREOF,
the Company has caused this Warrant to be signed by its duly authorized officer.
INTERNATIONAL DELIGHTS OF AMERICA, INC.
Name: Fernando Oswaldo
Title: Chief Executive
TO BE EXECUTED BY THE REGISTERED HOLDER TO
WARRANT TO PURCHASE COMMON STOCK
INTERNATIONAL DELIGHTS OF AMERICA, INC.
The undersigned holder hereby
exercises the right to purchase _________________ of the shares of Common Stock ("Warrant Shares") of HISPANICA
INTERNATIONAL DELIGHTS OF AMERICA, INC.
a Delaware corporation
(the "Company"), evidenced by the attached Common Stock Purchase Warrant (the "Warrant"). Capitalized
terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.
The holder shall tender
payment for such shares of Common Stock in the sum of $___________________ to the Company in accordance with the terms of the Warrant.
The Company shall deliver
to the holder __________ Warrant Shares:
______ in certificated form
_____ through the facilities of the
DTC via the following instructions:
Name of Registered Holder
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, ___________________________________
hereby sells, assigns and transfers to each assignee set forth below all of the rights of the undersigned under the Warrant (as
defined in and evidenced by the attached Warrant) to acquire the number of Shares set opposite the name of such assignee below
and in and to the foregoing Warrant with respect to said acquisition rights and the shares issuable upon exercise of the Warrant:
|Name of Assignee
||Number of Shares|
If the total of the Shares
are not all of the Shares evidenced by the foregoing Warrant, the undersigned requests that a new Warrant evidencing the right
to acquire the Shares not so assigned be issued in the name of and delivered to the undersigned.
Name of Holder (print):