展覽 4.6

20240億港元權證代理協議形式

本 擔保代理協議（以下簡稱「本協議」認股權證協議”）日期爲2024年10月[     ]日（以下簡稱「生效日」發行日期”）由內華達州法律下注冊成立的Nano核能公司（以下簡稱「公司」公司”）， 與VStock Transfer, LLC（以下簡稱「代理商」認股權代理”).

鑑於，根據條款 該特定承保協議（”承保協議”），日期爲2024年10月 []，由公司和公司之間簽署 而作爲其中規定的承銷商代表的Benchmark Company, LLC.，該公司正在進行公開募股 （這個”提供”) 的 (a) [] 個單位（”單位”），每個單位由（i）一（1）股組成 普通股，面值每股0.0001美元（”普通股”）對於 [] 股的總和（”公司 股票”）普通股，以及（ii）20240年的普通股購買權證，用於購買普通股的二分之一（0.5）， 對於合計認股權證（”公司認股權證”）總共購買 [] 股普通股（ ”公司認股權證”）和 (b) (i) [] 股份（”期權股”；並與公司一起 股票，”股票”) 關於承銷商行使超額配股權的情況，以及 (ii) [] 認股權證 （這個”期權證”；與公司認股權證一起，”認股權證”) 最多購買 [] 股普通股的總和（”期權認股權證”）；與公司認股權證一起， ”認股權證”），關於承銷商在公開發行中行使超額配股權的情況；

鑑於，公司已向證券交易委員會（“委員會:”）提交了一份333-[ ]號登記聲明，採用S-1表格（根據需要進行修訂，該“蘋果公司CEO庫克大規模拋售股票，套現逾3億港元，資金已存入上市公司設立的專項帳戶(「信託帳戶」)，以公共股東(定義詳見下文)爲受益人的註冊聲明(FORM S-1)中所規定的一定金額及特定款項。信託帳戶中持有的基金類型(包括資金持有的利息)除支付公司稅費以外，一旦實現以下最早的情況之一即可支取: (i) 完成首次（業務）組合；(ii) 如果公司未能在2025年3月3日之前完成首次（業務）組合，則可以贖回100%的發行股份（如下所述）；或 (iii) 股東表決贖回發行股份。 若要批准修訂本Amended and Restated Certificate，必須就修訂對決定最早如下情形之一的公司的義務以在首次業務組合中允許贖回或未在終止日期之前完成首次業務組合即贖回100%的發行股份產生影響或涉及股東權益或首次業務組合前的活動（如第9.7節所述），對修訂進行表決。發售期(「發售期」)所出售單位的組成部分的Common Stock股份的持有人(「發售股份」)，不論這些發售股份是在發售期內還是在發售市場上的二級市場中購買，也不論這些持有人是公司的發起人，高管或董事，或上述任何關聯方的子公司，均在此被稱爲「公共股東」。”），以註冊1933年修訂版證券法（“證券法”），股票、認股權證和認股權證股份的註冊，並且該登記聲明於2024年10月[ ]日生效；

鑑於， 公司希望認股權證代理人代表公司行事，而認股權證代理人願意這樣做，內容符合本認股權證協議中關於認股權證的發行、登記、轉讓、交易所以及行使的條款；

鑑於公司希望規定認股權證的條款，認股權證的發行和行使條件，以及公司、認股權證代理和認股權證持有人的各自權利、權利限制和豁免;

鑑於， 已經完成和執行了必要的一切行爲和事項，使得認股權證成爲公司的有效、有約束力和合法債務，並授權執行和交付本認股權證協議。

因此，考慮到此處所包含的相互協議，雙方根據以下規定達成一致:

1. 委任認股權代理公司特此任命權證代理人代表公司處理權證事宜，權證代理人特此接受該任命，並同意根據本權證協議中明確規定的條款和條件執行，（無隱含條款或條件）。

2. 權證.

2.1. 權證表格認股權證應爲已登記證券，應以一份全球認股權證書(“全球貨幣認購權證”) 的形式， 附錄 A 登錄此認股權證書協議中規定的，將代表公司存放在代表The Depository Trust Company（“DTC”）並註冊在Cede & Co.，DTC的指定代理人名下。全球認股權證的條款已通過參考並納入本協議。如果DTC隨後不再提供其賬面入賬結算系統用於 認股權證，則公司可能會指示認股權證代理進行其他賬面入賬結算安排。如果認股權證不再具有資格或不再需要以賬面入賬形式提供，則 公司可能會指示認股權證代理向DTC發出書面指示，將全球認股權證交付給認股權證代理進行註銷，並公司應指示認股權證代理向DTC交付獨立證書證明認股權證的情況(“明確證書” 以及全球貨幣，“認股權證明書”）按照DTC系統的要求註冊。

2.2. 認股證的發行和註冊.

2.2.1. 「認股權證登記冊」。權證代理應保留賬冊（“「認股權證登記冊」用於原始 發行的註冊和權證轉讓的註冊。

2.2.2. 認股權證發行。在認股權證最初發行時，認股權證代理人應發行全球貨幣認股權證，並按照公司交付給認股權證代理人的書面指示，在DTC記賬結算系統中交付認股權證。 認股權證的安全性權益的所有權應記錄在DTC和擁有DTC帳戶的機構（即“每個機構）維護的記錄上，並通過這些記錄進行所有權轉移參與者”).

2.2.3. 受益所有人; 持有人在任何權證的轉讓登記到期之前，公司和權證代理 可以視爲和處理將權證登記於權證登記簿上的人（「 持有人， 」該術語應包括持有人的轉讓人、繼承人和受讓人，並且應包括，如果權證以「證券名稱」持有，則爲通過此類證券名稱指定的參與者或受此類參與者指定的代表）爲該權證的絕對所有者，用於對其行使的任何目的以及其他任何目的，公司或者權證代理對與此相反的任何通知均不受影響。儘管 上述，但本文書中的任何內容均不得阻止公司、權證代理或公司或者權證代理的任何代理人根據DTC提供的任何書面認證、授權委託書或其他授權，對持有人行使 任何權證的持有人的權利。全球權證所證明的權證中的有益所有者的權利將由持有人或者通過DTC系統通過參與者行使，除非此處或全球權證中另有規定。持有人，在其姓名下權證登記的人（「 持有人， 」該術語應包括持有人的受讓人、繼承人和受讓人，並且應包括，如果權利證券以「證券 名稱」持有，則爲參與者或者由這類參與者指定的代表）爲該權證的絕對所有人，無論對任何行使 權，以及其他所有目的均是如此，公司和權證代理都不受任何相反通知的影響。儘管 前述內容，本文無阻止公司、權證代理或公司或權證代理的任何代理根據DTC提供的 權證的持有人權利行使的任何書面證明、授權或其他授權生效。由全球權證證明的 權證中有益所有者的權利將由持有人或者通過DTC系統通過參與者行使，除非在此處 或全球權證中另有規定。

2.2.4. 權證證書的交付持有人有權隨時或不時選擇一項權證交易所（如下所定義），根據一份權證證書請求通知書（如下所定義）。持有人以書面形式通知權證代理人，要求將其部分或全部全球權證交換爲一份證明同等數量權證的權證證書，該請求應按所附表格填寫 附件B (a “權證證書請求通知”和該權證證書請求通知由持有人交付的日期，“權證證書請求通知日期”以及持有人交付一定數量全球權證以換取一定數量權證證書後視同投降，成交一份證明相同數量權證的權證證書，稱爲“認股權交換當”權證代理”應及時進行權證交換，並立即發行並交付給持有人一份權證，其中所述權證以權證登記請求通知所載名義發行。該權證應採用附件A所附之形式，日期應爲權證的原始發行日期，應由公司的授權簽署人手動執行，並在各方面均應合理可接受。關於權證交換，公司同意在按照權證登記請求通知中的交付說明將權證交付給持有人，在收到權證登記請求通知後的三個（3）業務日內交付。權證交付日期如果公司因任何原因未能在權證交付日期前向持有人交付權證登記請求通知涉及的權證，則公司應支付給持有人現金，作爲清償損害而非罰金，對於每$1,000所證明的權證股票（基於權證登記請求通知日期上的普通股的VWAP（如權證中定義）），每個業務日每$10，直至權證交付日期後的每個業務日，直至交付權證或在交付此類權證之前，持有人撤銷此類權證交換。公司立約並同意，在權證登記請求通知交付日期，持有人應被視爲權證持有人，儘管本協議另有規定，但權證應被視爲包含權證持有的權證所有權的所有條款和條件。

2.2.5. 執行. 股票認購證書需由公司的任何授權人員（即“甲方”）代表公司執行，無論是手動還是傳真簽名皆可。股票認購證書需由股票代理人的授權人員核印，且不論股票認購證書是否標示核印，否則無效。如果任何簽署股票認購證書的公司授權人員 在股票代理人核印並由公司發行和交付之前停止成為公司的授權人員，該股票認購證書仍可由股票代理人核印，並具有與未停止成為該公司授權人員之人簽署股票認購證書時相同的效力；且在實際簽署該股票認購證書之日，在公司將其發行和交付的情況下，可由在當時為公司授權人員且被授權簽署該股票認購證書的任何人代表公司簽署該股票認購證書，盡管在簽署本股票認購協議時任何此類人物並不屬於公司的授權人員。授權的 職員無論以手工或傳真簽名，發行人所有授權簽署人不需為所有授權證書相同，授權證書應由授權代理人授權簽署人連署，不需為所有授權證書相同，任何未經連署的授權證書對任何目的均無效。如果發行人的任何授權主管在授權代理人連署以及發行人頒發之前簽署了任何授權證書後，未成為發行人授權主管，該授權證書仍可由授權代理人連署，頒發，具有同等效力，如同簽署該授權證書的人未曾停止成為發行人的主管；且任何授權證書得由在實際簽署該授權證書之日期時是有權簽署該授權證書的發行人授權主管代表發行人簽名，即使簽署本授權協議之日期時，該人並非發行人的授權主管。

2.2.6. 轉讓登記任何時候在到期日（如下所定）之前，都可以註冊任何一份認股權證的轉讓，並可將任何一份認股權證或多份認股權證拆分、合併或交換成另一份認股權證或多份證明與要交換的認股權證或多份認股權證相同數目的認股權證。任何持有人欲註冊認股權證的轉讓，或將認股權證拆分、合併或交換，應以書面向認股權證代理人提出該要求，並將欲註冊轉讓的認股權證或要拆分、合併或交換的認股權證交與認股權證代理人，就轉讓註冊的情況應提供簽名擔保。隨後，認股權證代理人應按所要求的內容聯署並交付給有資格的人士一份認股權證或多份認股權證。公司和認股權證代理人可能要求要求註冊認股權證轉讓或拆分、合併或交換認股權證的持有人支付一筆足以涵蓋與該轉讓註冊、拆分、合併或交換相關可能徵收的任何稅收或政府費用的費用，並對公司和認股權證代理人支付所有相關的合理開支。

2.2.7. 股權認股證的損失、盜竊和毀損收到公司和認股權代理人合理滿意的有關認股權證書遺失、被盜、毀壞或損壞的證據後，並在遺失、被盜或毀壞的情況下，提供符合慣例的保障或安全性金額和形式，並賠償公司和認股權代理人產生的所有合理開支，並交還給認股權代理人、取消損壞的認股權證書後，認股權代理人將代表公司簽署並交付一份新的具有相同內容的認股權證書予持有人，以代替遺失、被盜、毀壞或損壞的認股權證書。認股權代理人可能向持有人收取合理的行政費用，用於處理遺失認股權證書的更換。認股權代理人可能從擔保公司或擔保代理人處獲得對其提供的行政服務的補償。如果認股權證書遺失、被盜、毀壞或損壞，公司謹此同意就該遺失、被盜、毀壞或損壞的認股權證書提供符合慣例形式和金額的保證。

2.2.8. 代理人作爲認股權證持有人，可能授予代理或授權任何人，包括可能通過參與者持有權益的受益人，執行根據本協議或認股權證享有的任何權利； 在每種情況下，該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時；, 公司對於以下情況，不應承擔責任：根據第10（b）部分書面信息可靠地提供。就證券均以全球貨幣認股權證爲憑的情況下，在其所持有的認股權證得到行使時應由參與者代表他們通過DTC按照DTC管理的程序進行。

3. 認股證條款和行使方式.

3.1. 行使價格每張權證將使持有人有權根據適用的權證證書和本權證協議，以全球貨幣中規定的價格購買公司所述數量的普通股整數股，但須遵守後續在全球權證中規定的調整。術語“行使價格” 在本權證協議中的使用指的是行使權證時可以購買普通股的每股價格。

3.2. 認股權的期限權證只能在發行日開始和到期日結束之間行使行權期只有在發行日開始和到期日結束之間可以行使權證終止日期” 在這份權證協議中，「全球貨幣」指全球貨幣權證。所有未在到期日前行使的權證將作廢，在到期日營業結束時，該協議項下的所有權利以及相關權利將終止。

3.3. 行使認股權.

3.3.1. 行權和支付根據全球warrants的條款，持有人（或參與者或參與者的指定人代表持有人）可以在行使期內任何營業日最遲下午5:00（東部標準時間）之前向證券經紀人交付行使warrants的行使通知，該通知應按照全球warrants附件中的形式（i）或通過DTC系統進行電子warrants行使（每個通知稱爲“購買選項”和購買的選舉日期，一個“認股權行使日期。”。行使warrants的所有其他要求應遵照warrants中規定的方式進行。

3.3.2. 認股權股份的發行認股權證代理應在紐約市時間上午11:00，通知公司，公司普通股的過戶代理和註冊公司，在任何認股權證的行權日期後的交易日，就( i )通知的認股權行使書上所指示的認股權股份總數向公司，有關該行使的認股權;( ii )提供給認股權代理關於交付認股權股份及該交付的認股權股份數量，以及在行使後剩餘認股權數量的持有人或參與者的說明;( iii )公司或該過戶代理和註冊公司合理要求的其他信息。公司應依照認股權的條款發行認股權股份。

3.3.3. 有效發行公司根據本認股權證協議正確行使認股權發行的所有認股權股份應當是有效發行的、全額支付的且無須額外徵稅的。

3.3.4. 沒有碎股行權儘管本認股權協議中含有相反約定，但在行使認股權時不會發行任何碎股或代表碎股的分紙。對於股東在此次行使中本應有權購買的任何股票的一部分，公司可選擇支付現金調整金額，金額等於該部分乘以行權價格，或者將該部分四捨五入至下一個整數股。

3.3.5. 無轉讓稅公司在行使認股權證所涉及的股份轉讓中，無需支付任何印花稅或其他政府收費；如果涉及任何此類轉讓，公司無需發行或交付任何認股權證股份，直到該稅收或其他費用已支付或公司確信無需支付任何該等稅收或其他費用。

3.3.6. 發行日期公司將視行使持有人爲認購日期的認購權益的受益所有人，並且根據SHO條例的規定，持有本認購權益的持有人，其利益是通過DTC持有以電子記賬形式存入的證券代表本認購權益的利益，在指導其作爲DTC參與者的經紀人行使其本認購權益之時被視爲行使了其對本認購權益的利益，唯一例外的情況是，如果認購日期是公司的股票轉倉薄關閉的日期，則該人應被視爲在公司的股票轉倉薄開放營業的下一個日子的開業時成爲這些股票的持有人。

4. 調整每次調整行權價格或行權憑證行權時應發出書面通知給權證代理，通知應表明由於該調整導致的行權價格和行權憑證行使時可購買的權證股票數量的增加或減少，合理詳細說明計算方法和計算基礎。發生權證第三條規定的任何事件時，公司應向權證代理發出書面通知。未發出該等通知或通知有任何缺陷，均不影響該等事件之合法性或有效性。權證代理應有權完全依賴公司提供的任何調整行權價格或行權憑證行使時可購買的股票數量，或任何相關事項的證書、通知或指令，並且權證代理對根據任何該等證書、通知或指令或根據本權證協議採取、遭受或未執行的任何行動均不承擔責任。權證代理除非收到公司書面通知，否則不應被視爲已知任何該等調整。

5. 限制性標籤; 碎股權證如果要轉讓的權證證書附有限制性標籤，執照代理不得在收到公司律師意見書並指示該轉讓可以進行以及權證在該轉讓時是否也必須帶有限制性標籤之前完成該轉讓登記。執照代理不需執行任何導致轉讓或交換會導致僅剩一部分權證的註冊轉讓。

6. 其他與認股證持有人權利相關的規定.

6.1. 作爲股東持有者，直到進行了本認股權的行使之前，持有人不得通過本認股權獲得或行使任何公司股權。儘管如上，如果（i）公司通過股票分紅的方式進行普通股拆分，購股價格和認股權股份數將在分紅日期調整（而非該分紅的記載日期），並且（ii）註冊持有人在該股票分紅的記載日期和分紅日期之間行使本認股權，則該註冊持有人將有權在分紅日期獲得與該行使相關的普通股收益，儘管這些股票自那股票分紅的記錄日截至營業時間時並未實際存在。除非此處另有明確規定，持有人僅作爲warrants的持有人，不得有權投票、獲得分紅或被視爲公司股本的持有人，不得將本warrant協議中的任何內容解釋爲授予持有人任何股東的權利，或作爲公司的股東擁有權利來表決、給予或否決對任何公司行動（無論是有關重組、發行股份、再分類股本、合併、轉讓或其他行動），接收會議通知、分紅或認購權或參與新發行股份的權利，直至向持有人發行其依據warrants有效行使時應獲得的warrant股份。

6.2. 普通股預留公司應始終保留並保持足夠的已授權但未發行的普通股，以便完全行使根據本認股權協議發行的所有未行使的認股權。

7. 關於權證代理和其他事項.

7.1. 根據本認股權協議的任何規定，向認股權代理口頭髮出的指示應儘快以書面形式由公司確認。認股權代理不應對根據未符合本第7.1節所接受的書面確認的口頭指示作出或不作出的行爲承擔責任或負責，並應被充分授權和受保護。

7.2。 （a）無論是否行權任何認股權證，作爲公司在此之下的代理，公司應支付給認股權證代理所商定的費用，以及認股權證代理與本認股權證協議有關的合理費用和費用外支開銷，包括但不限於認股權證代理的律師費。儘管認股權證代理努力維持收費競爭力的水平，但這些費用可能不反映實際支出，可能包括處理費用以覆蓋內部處理和使用認股權證代理的計費系統。 （b）公司欠認股權證代理的所有金額均應在發票日期後的30天內支付。逾期付款從發票日期後45天起按每月一赫斯（1.5%）收取滯納金。公司同意償還認股權證代理因收取逾期付款而產生的任何合理律師費和其他慣例費用。 （c）本認股權證協議的任何條款均不得要求認股權證代理在履行本認股權證協議下的任何職責或行使其權利時支出或承擔任何財務責任。

作爲權證代理,代表公司，權證代理：(a)除本協議中明確規定的職責外，無需承擔其他職責或義務，或者在權證代理與公司後來可能達成的書面協議中明確規定；(b)視爲未作出關於權證或任何權證股份的有效性、足夠性、價值或真實性的陳述，並無相關責任；(c)不負有在此採取任何法律行動的義務；但是，若權證代理決定在此採取任何法律行動，並且在其判斷中，採取此類行動可能使其面臨任何費用或責任，除非它已獲得其滿意的保障，否則無需採取行動；(d)可依賴並且在對任何由權證代理接收、並相信是真實的並且已被適當簽署的證書、文件、意見、通知、函件、電報、電傳、傳真傳輸或其他文件或證券的行爲或不履行行爲時獲得充分授權和保護；(e)對於註冊聲明中或與此相關的其他文件中包含的任何陳述或聲明不承擔責任；(f)對於公司未能遵守與權證相關的任何契約和義務，包括但不限於適用的證券法律下的義務，不承擔責任；(g)可依賴並且在根據權證代理本權證協議下涉及的、由公司官員作出其職責方面事項的書面、電話或口頭指示的行動或不行動獲得充分授權和保護，並特此獲得授權和指示從公司或公司法律顧問處接受有關履行其在此下職務的指示，並可在權證代理在等待這些指示時不承擔任何延遲行動；權證代理對於發送到公司的書面指示申請，可根據代理的選擇，在書面中列明在權證協議書下擬採取的行動或不採取的行動及將對此類行動的執行日期或未執行日期列明的應用日期；權證代理在此日期的書面指示作出的任何行動或省略，除非在採取任何行動之前，權證代理已收到對這種申請的書面指示，指明應採取或不採取的行動；(h)可就權證代理而言，諮詢令權證代理滿意的律師，包括公司內部法律顧問，此類律師的建議在權證代表良好信任且根據其建議完全授權和保護此處根據其良好信任和根據此類律師的建議採取、遭受或省略的任何行動；(i)可直接或通過被提名人、通訊者、被指定者或代理執行其在本權證協議下的任何職責，它對於任何被其在與本權證協議有關的事項中合理謹慎任命的任何被提名人、通訊者、被指定者或代理的不當行爲或過失不負責任；(j)未經授權，不得也不需要向任何人支付任何經紀人、經銷商或招攬費用；(k)無需依據除美利堅合衆國或其政治分支之外的任何國家的法律或法規執行此處義務。

7.4。 在未經過錯或故意或非法行爲的情況下，權證代理不對其採取、遭受或疏於採取的任何行動或在執行本權證協議下的職責中所作的判斷錯誤承擔責任。儘管本權證協議中有相反規定，但在任何情況下，權證代理均不對任何特殊的、間接的、附隨的、後果性的或懲罰性的任何種類的損失或損害（包括但不限於利潤損失）承擔責任，即使權證代理已被告知可能發生這種損失或損害並且無論採取何種行動形式。 權證代理的任何責任均總體上限制在公司根據本協議支付的費用金額之內。權證代理對於任何直接或間接出自其合理控制範圍之外的情況下的失敗、延誤或損失，包括但不限於政府行爲、交易所或市場規定、交易暫停、工作停頓或勞資糾紛、火災、公民違抗、騷亂、叛亂、暴風雨、電力或機械故障、計算機硬件或軟件故障、通信設施故障包括電話故障、戰爭、恐怖主義、暴動、地震、洪水、天災或類似事件不承擔責任。

(b) 如果關於權證的正確解釋或權證代理根據本權證協議的責任或公司或任何持有人的權利引起任何問題或爭議，權證代理將無需採取行動，並不承擔責任直至該問題或爭議經由有管轄權的法庭作出不再受審查或上訴的最終裁決（如適用，也可就此目的提起插款訴訟或申請裁定判決）或由令其滿意的形式和內容的書面文件解決，該文件由公司及每位持有人簽署。此外，權證代理可要求爲此目的，但不必要要求，所有持有人及所有其他可能對解決方案感興趣的人簽署該書面解決方案。

7.5。 本公司承諾賠償授權代理人，並使其免受任何損失、責任、索賠或費用的影響，即使該損失是因授權代理人根據本授權協議的職責產生，包括合理的防禦自身任何損失所需的費用和開支，除非該損失已由具有管轄權的法院裁定為授權代理人的嚴重疏忽或故意不當行為或非法行為。虧損本公司承諾賠償授權代理人，並使其免受任何損失、責任、索賠或費用的影響，即使該損失是因授權代理人根據本授權協議的職責產生，包括合理的防禦自身任何損失所需的費用和開支，除非該損失已由具有管轄權的法院裁定為授權代理人的嚴重疏忽或故意不當行為或非法行為。

7.6. 除非由各方提前終止，本協議將在到期日期和無任何認股權留存之日期中較早者後90天終止（「終止日期」）。在終止日期的下一個業務日，代理人應向公司交付認股權協議中由認股權代理人持有的任何權利，如果有的話。代理人有權根據本第8條所規定的費用、收費和以外支出獲得補償，即使本認股權協議終止，仍保留此權利。

7.7。 如果任何條款被任何法院認為非法、無效或者無法強制執行，本認股權協議應被解釋並執行，好像該條款未包含在此內，並應視為各方之間的協議，在適用法律允許的範圍內。

7.8. 公司聲明並保證：(a) 公司已依法在其所在司法轄區合法成立並有效存在；(b) Warrants的發行及出售以及執行、交付和履行所有相關交易（包括本認股權協議）已獲得一切必要的法律授權，並不會違反或構成對公司的章程、公司章程或類似文件，或公司訂立的或對其有約束力的任何債券、協議或文件的違反或預設；(c) 本認股權協議已由公司正式簽署和交付，並構成公司的合法、有效、具約束力和可強制執行的義務；(d) Warrants將在所有重大方面遵守所有適用法律的規定；以及 (e) 據其最佳知識，截至本協議日期，與Warrants的發行相關的訴訟不存在或不存在威脅。

7.9. In the event of inconsistency between this Warrant Agreement and any descriptions in the Warrant Certificate, as it may from time to time be amended, the terms of the Warrant Certificate shall control.

7.10. Set forth in Exhibit C hereto is a list of the names and specimen signatures of the persons authorized to act for the Company under this Warrant Agreement (the “Authorized Representatives”). The Company shall, from time to time, certify to you the names and signatures of any other persons authorized to act for the Company under this Warrant Agreement.

7.11. Except as expressly set forth elsewhere in this Warrant Agreement, all notices, instructions and communications under this Agreement shall be in writing, shall be effective upon receipt and shall be addressed, if to the Company, to its address set forth beneath its signature to this Agreement, or, if to the Warrant Agent, to VStock Transfer, LLC 18 Lafayette Place, Woodmere, New York 11598, or to such other address of which a party hereto has notified the other party.

7.12. (a) This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions and proceedings relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that any service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder. Each of the parties hereto hereby waives the right to a trial by jury in any action or proceeding arising out of or relating to this Warrant Agreement.

(b) This Warrant Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. This Warrant Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent of the other party, which the other party will not unreasonably withhold, condition or delay; except that (i) consent is not required for an assignment or delegation of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization, merger, consolidation, sale of assets or other form of business combination by Warrant Agent or the Company shall not be deemed to constitute an assignment of this Warrant Agreement. (c) No provision of this Warrant Agreement may be amended, modified or waived, except in a written document signed by both parties. The Company and the Warrant Agent may amend or supplement this Warrant Agreement without the consent of any Holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties determine, in good faith, shall not adversely affect the interest of the Holders. All other amendments and supplements shall require the vote or written consent of Holders of at least 50.1% of the then outstanding Warrants, provided that adjustments may be made to the Warrant terms and rights in accordance with Section 4 without the consent of the Holders.

7.13. Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require the Holders to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering any transfer of Warrants or any delivery of any Warrant Shares unless or until the persons requesting the registration or issuance shall have paid to the Warrant Agent for the account of the Company the amount of such tax or charge, if any, or shall have established to the reasonable satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been paid.

7.14. Resignation of Warrant Agent.

7.14.1. Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company, or such shorter period of time agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any successor Warrant Agent, after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant Agent, or such shorter period of time as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent, then the Warrant Agent or any Holder may apply to any court of competent jurisdiction for the appointment of a successor Warrant Agent at the Company’s cost. Pending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent (but not including the initial Warrant Agent), whether appointed by the Company or by such court, shall be a person organized and existing under the laws of any state of the United States of America, in good standing, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed, and except for executing and delivering documents as provided in the sentence that follows, the predecessor Warrant Agent shall have no further duties, obligations, responsibilities or liabilities hereunder, but shall be entitled to all rights that survive the termination of this Warrant Agreement and the resignation or removal of the Warrant Agent, including but not limited to its right to indemnity hereunder. If for any reason it becomes necessary or appropriate or at the request of the Company, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

7.14.2. Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.

7.14.3. Merger or Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which it may be consolidated or any person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party or any person succeeding to the shareowner services business of the Warrant Agent or any successor Warrant Agent shall be the successor Warrant Agent under this Warrant Agreement, without any further act or deed. For purposes of this Warrant Agreement, “person” shall mean any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust or other entity, and shall include any successor (by merger or otherwise) thereof or thereto.

8. Miscellaneous Provisions.

8.1. Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.

8.2. Examination of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant Agent designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require any such holder to provide reasonable evidence of its interest in the Warrants.

8.3. Counterparts. This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

8.4. Effect of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation thereof.

9. Certain Definitions. As used herein, the following terms shall have the following meanings:

(a) “Trading Day” means any day on which the Common Stock is traded on the Trading Market, or, if the Trading Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market in the United States on which the Common Stock is then traded.

(b) “Trading Market” means NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange.

[Signature Page Follows]

IN WITNESS WHEREOF, this Warrant Agent Agreement has been duly executed by the parties hereto as of the day and year first above written.

EXHIBIT A

GLOBAL WARRANT

2024 B COMMON STOCK PURCHASE WARRANT

NANO NUCLEAR ENERGY INC.

THIS 2024 B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its assigns (the “Holder,” which term shall include a Holder’s transferees, successors and assigned and shall include, if the Warrants are held in “street name,” a Participant or a designee appointed by such Participant) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October [     ], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nano Nuclear Energy Inc., a Nevada corporation (the “Company”), up to [     ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of that certain Warrant Agent Agreement, dated October [     ], 2024 (the “Warrant Agent Agreement”), by and among the Company and the Transfer Agent (as defined below), in which case this sentence shall not apply.

Section 1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg 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 Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Registration Statement” means, collectively, the Company’s registration statements on Form S-1 (File No. 333-[      ]).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Subsidiary” means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

“Trading Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).

“Transfer Agent” means VStock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette Place, Woodmere, New York 11598, and any successor transfer agent of the Company.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg 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 Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Warrants” means this 2024 B Common Stock Purchase Warrant and the other 2024 B Common Stock Purchase Warrants issued by the Company pursuant to the Registration Statement.

Section 2. Exercise.

c) Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(c).

Notwithstanding the foregoing, and without limiting the rights of the Holder under Sections 2(d)(i) and 2(d)(iv), in no event will the Company be required to net cash settle an exercise of this Warrant.

d) Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise and (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $5 per Trading Day (increasing to $10 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. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

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

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 and accepted 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. To ensure compliance with this restriction, each Holder shall be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this paragraph, 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 the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 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 (and all of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. 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 succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

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 facsimile or 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 (and all of its Subsidiaries, taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of the Company, 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 facsimile or email to the Holder at its last facsimile number or 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.

Section 4. Transfer of Warrant.

a) Transferability. 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. If this Warrant is not held in global form through DTC (or any successor depositary), 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.

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, solely in the case of a Warrant evidenced by a physical Warrant certificate, shall include the posting of a 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, which, in the case of the Warrant, shall include the posting of a bond.

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.

i. The Company covenants that, from and after the date hereof, 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).

ii. 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.

iii. 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, stockholders, 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 facsimile or e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at 10 Times Square, 30th Floor, New York, New York, Attention: Jay Jiang Yu and James Walker, Chief Executive Officer and President, email address: jay@nanonuclearenergy.com and james@nanonuclearenergy.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 facsimile or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, 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 facsimile at the facsimile number or 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 facsimile at the facsimile number or 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. This Warrant also may be modified or amended or the provisions hereof waived with the written consent of the Company and the holders of Warrants representing more than 50% of the Warrant Shares issuable under Warrants then outstanding as of the date such consent is sought; provided, however, that (i) no such amendment shall adversely affect any Holder differently than it affects all other Holders, unless such Holder consents thereto and (ii) no amendment may increase the Exercise Price, decrease the number of shares or change the class of shares obtainable upon exercise of this Warrant or decrease the time period in which this Warrant can be exercised without the written consent of the Holder.

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

To: NANO NUCLEAR ENERGY INC.

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

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

☐ in lawful money of the United States; or

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

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

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

[SIGNATURE OF HOLDER]

Name of Investing Entity:  ___________________________________________________________________________

Signature of Authorized Signatory of Investing Entity:  _____________________________________________________

Name of Authorized Signatory:  _______________________________________________________________________

Title of Authorized Signatory:  ________________________________________________________________________

Date:  __________________________________________________________________________________________

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

EXHIBIT B

WARRANT CERTIFICATE REQUEST NOTICE

To: ___________ as Warrant Agent for __________ (the “Company”)

The undersigned Holder of Common Stock Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to receive a Warrant Certificate evidencing the Warrants held by the Holder as specified below:

1. Name of Holder of Warrants in form of Global Warrants: _____________________________

2. Name of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of Global Warrants): ________________________________

3. Number of Warrants in name of Holder in form of Global Warrants: ___________________

4. Number of Warrants for which Warrant Certificate shall be issued: __________________

5. Number of Warrants in name of Holder in form of Global Warrants after issuance of Warrant Certificate, if any: ___________

6. Warrant Certificate shall be delivered to the following address:

The undersigned hereby acknowledges and agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate, the Holder is deemed to have surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to the number of Warrants evidenced by the Warrant Certificate.

[SIGNATURE OF HOLDER]

Name of Investing Entity:  ___________________________________________________________________________

Signature of Authorized Signatory of Investing Entity:  _____________________________________________________

Name of Authorized Signatory:  _______________________________________________________________________

Title of Authorized Signatory:  ________________________________________________________________________

Date:  __________________________________________________________________________________________

EXHIBIT C

AUTHORIZED REPRESENTATIVES