Exhibit 4.2


 


 


 





NEITHER THESE SECURITIES
NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), 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 OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.


 


CAPRICOR THERAPEUTICS, INC.



WARRANT TO PURCHASE COMMON STOCK


 


Original Issue Date: March 16, 2016


 


Capricor
Therapeutics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value
received, [_________] or its permitted
registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [_________]
shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share,
a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise
price per share equal to $4.50 per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise
Price”), at any time and from time to time on or after September 17, 2016 (the “Original Exercise
Date”) and through and including 5:30 p.m., New York City time, on March 16, 2019 (unless this Warrant is terminated
earlier in accordance with the Redemption Right (as defined below)) (the “Expiration Date”), and subject
to the following terms and conditions:


 


This Warrant (this
“Warrant”) is one of a series of similar warrants issued pursuant to that certain Subscription Agreement,
dated March 14, 2016, by and among the Company and the Investors identified therein (the “Subscription Agreement”).
All such warrants are referred to herein, collectively, as the “Warrants.”


 


1.Definitions.
In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings
given to such terms in the Subscription Agreement. As used in this Warrant, the following terms shall have the following meanings:


 


“Affiliate”
means, with respect to any Person, any other person which directly or indirectly controls, is controlled by, or is under common
control with, such Person; as such terms are used in and construed under Rule 405 of the Securities Act.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 






     


     


    

 


 


2.Registration
of Warrants. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose, which
may be a third-party transfer agent (the “Warrant Register”), in the name of the record Holder (which
shall include the initial Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned
hereunder) 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.


 


3.Registration
of Transfers. Subject to any applicable restrictions on transfer and compliance with all applicable securities laws, the Company
shall register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with
an assignment, in the form attached as Schedule 2 hereto, duly completed and signed, to the Company at its address specified
in the Subscription Agreement and (a) delivery, at the request of the Company, of an opinion of counsel reasonably satisfactory
to the Company to the effect that the transfer of such portion of this Warrant may be made pursuant to an available exemption from
the registration requirements of the Securities Act and all applicable state securities or blue sky laws (other than in connection
with any transfer (i) pursuant to an effective registration statement, (ii) to the Company, (iii) pursuant to Rule 144 of the Securities
Act (“Rule 144”) (provided that such Holder provides the Company with reasonable assurances (in the form
of seller and, if applicable, broker representation letters) that the securities may be sold pursuant to such rule) or (iv) in
connection with a bona fide pledge), and (b) delivery by the transferee of a written statement to the Company certifying that the
transferee is an “accredited investor” as defined in Rule 501(a) under the Securities Act and making the representations
and certifications set forth in Section 3 of the Subscription Agreement, to the Company at its address specified in the
Subscription Agreement. Upon any such registration or transfer, a new warrant to purchase Common Stock in substantially the form
of this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred
shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance
by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant.
The Company shall prepare, issue and deliver at its own expense any New Warrant under this Section 3.


 


4.Exercise and
Duration of Warrant.


 


(a)All or any part
of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any
time and from time to time on or after the Original Exercise Date and through and including 5:30 p.m., New York City time, on the
Expiration Date (unless this Warrant is terminated earlier in accordance with the Redemption Right (as defined below)). After 5:30
p.m., New York City time, on the Expiration Date, the portion (or all) of this Warrant not exercised prior thereto shall be and
become void and of no value and this Warrant shall be automatically terminated and no longer outstanding.


 


(b)The Holder may
exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the
“Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number
of Warrant Shares as to which this Warrant is being exercised within one (1) Business Day following the Exercise Date (as defined
herein). The date on which the Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions
hereof) is an “Exercise Date.” No original Exercise Notice shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. The delivery by (or on behalf of)
the Holder of the Exercise Notice and the applicable Exercise Price as provided above shall constitute the Holder’s certification
to the Company that its representations contained in Section 3 of the Subscription Agreement are true and correct as of
the Exercise Date and as of the date on which the Holder pays the Company the Exercise Price as if remade in their entirety (or,
in the case of any transferee Holder that is not a party to the Subscription Agreement, such transferee Holder’s certification
to the Company that such representations are true and correct as to such transferee Holder as of the Exercise Date and as of the
date on which such transferee Holder pays the Company the Exercise Price). Notwithstanding anything herein to the contrary, Holder
shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares
available hereunder and the Warrant has been exercised in full, in which case, Holder shall surrender this Warrant to the Company
for cancellation within three (3) Trading Days (as defined below) of the date the final Exercise Notice is delivered to the Company.
The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, but if it is not so
delivered, then such exercise shall constitute an agreement by the Holder to deliver the original Warrant to the Company as soon
as practicable thereafter. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original
Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.


 






     


     


    

 


5.Delivery of
Warrant Shares. Upon exercise of this Warrant, the Company shall promptly issue or cause to be issued and cause to be delivered
to or upon the written order of the Holder and in such name or names as the Holder may designate (provided, that if a registration
statement covering the resale of the Warrant Shares is not effective and the Holder directs the Company to deliver a book entry
confirmation representing the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver
to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance
of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of
the Securities Act and all applicable state securities or blue sky laws), (i) a book entry confirmation representing the Warrant
Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s
account at the Depository Trust Company (“DTC”) or a similar organization; provided, that if a
registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not
then effective or the Warrant Shares are not freely transferable without restriction under Rule 144 by Holders who are not Affiliates
of the Company, such Holder shall receive a book entry confirmation representing the Warrant Shares issuable upon such exercise
with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares,
shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to
be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts
to deliver, or cause to be delivered, the Warrant Shares hereunder electronically through DTC or another established clearing corporation
performing similar functions, if available; provided, that the Company may, but will not be required to, change its transfer
agent if its current transfer agent cannot deliver the Warrant Shares electronically through such a clearing corporation. “Trading
Day” means (a) a day on which the Common Stock is listed or quoted and traded on its Principal Trading Market (other
than the OTCMarkets), or (b) if the Common Stock is not listed on a Trading Market (other than the OTCMarkets), a day on which
the Common Stock is traded in the over-the-counter market, as reported by the OTCMarkets (or any similar organization or agency
succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted
as set forth in (a) or (b) hereof, then Trading Day shall mean a Business Day; provided further, that “Trading Day”
shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or
any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such
exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending
at 4:00 p.m., New York time). “Principal Trading Market” means whichever
of the New York Stock Exchange, the NYSE MKT LLC, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital
Market or the OTCMarkets on which the Common Stock is primarily listed and quoted for trading. “Trading Market”
means whichever of the New York Stock Exchange, the NYSE MKT LLC, the NASDAQ Global Select Market, the NASDAQ Global Market, the
NASDAQ Capital Market or the OTCMarkets on which the Common Stock is listed or quoted for trading on the date in question.


 






     


     


    

 


6.Charges, Taxes
and Expenses. Issuance and delivery of book entry confirmations representing shares of Common Stock upon exercise of this Warrant
shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense
in respect of the issuance of such book entry confirmations representing shares of Common Stock, all of which taxes and expenses
shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax that may be payable
in respect of any transfer involved in the registration of any book entry confirmations representing Warrant Shares or the Warrants
in a name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all other tax liability that
may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.


 


7.Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each case,
a customary and reasonable indemnity and surety bond, if requested by the Company. Applicants for a New Warrant under such circumstances
shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the
Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver
such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 


8.Reservation
of Warrant Shares. The Company represents and warrants that on the date hereof, it has duly authorized and reserved, and covenants
that it will at all times during the period this Warrant is outstanding reserve and keep available out of the aggregate of its
authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number of Warrant Shares that are initially issuable and deliverable upon the
exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the
Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares
so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms
hereof, be duly and validly authorized, issued and fully paid and nonassessable and free from all taxes, liens and charges created
by the Company in respect of the original issuance thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue). The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of executing book entry confirmations representing shares of Common Stock to execute and issue the
necessary book entry confirmations representing the Warrant Shares upon the exercise of the purchase rights under this Warrant.
The Company represents and warrants that the Warrant Shares, when issued and paid for in accordance with the terms of the Subscription
Agreement and the Warrants, will be issued free and clear of all security interests, claims, liens and other encumbrances other
than restrictions imposed by applicable securities laws. The Company will take all such action as may be reasonably necessary to
assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed.


 






     


     


    

 


9.Certain Adjustments.
The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time
as set forth in this Section 9.


 


(a)Stock Dividends
and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or
otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides its outstanding
shares of Common Stock into a larger number of shares, (iii) combines (by combination, reverse stock split or otherwise) its outstanding
shares of Common Stock into a smaller number of shares (a “Stock Combination Event”), or (iv) issues
by reclassification of shares of Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price
shall be adjusted to a price determined by multiplying the Exercise Price in effect immediately prior to the effective date of
such event by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such effective date
immediately before giving effect to such event and the denominator of which shall be the number of shares of Common Stock outstanding
immediately after giving effect to such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective
immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and
any adjustment pursuant to clause (ii), (iii) or (iv) of this paragraph shall become effective immediately after the effective
date of such subdivision, combination or reclassification.


 


(b)Pro Rata
Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common Stock for
no consideration (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by the
preceding paragraph), (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset, including cash
(in each case, “Distributed Property”), except for any distributions pursuant to a shareholders’
rights plan or similar takeover defense agreement or plan adopted by the Company, then, upon any exercise of this Warrant that
occurs after the record date fixed for determination of stockholders entitled to receive such distribution, the Holder shall be
entitled to receive, in addition to the Warrant Shares otherwise issuable upon such exercise (if applicable), the Distributed Property
that such Holder would have been entitled to receive in respect of such number of Warrant Shares had the Holder been the record
holder of such Warrant Shares immediately prior to such record date.


 






     


     


    

 


(c)Fundamental
Transactions. If, at any time while this Warrant is outstanding (i) the Company effects (A) any merger of the Company with
(but not into) another Person, in which stockholders of the Company immediately prior to such transaction own less than a majority
of the outstanding stock of the surviving entity, or (B) any merger or consolidation of the Company into another Person, (ii) the
Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender
offer or exchange offer approved or authorized by the Company’s Board of Directors is completed pursuant to which holders
of at least a majority of the outstanding Common Stock tender or exchange their shares for other securities, cash or property,
or (iv) the Company effects any reclassification 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 (other than as a result of a subdivision
or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”),
then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities,
cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been,
immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full
of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”),
and the Holder shall no longer have the right to receive Warrant Shares upon exercise of this Warrant. The Company shall not effect
any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof, any successor to the Company,
surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or Person shall
assume the obligation to deliver to the Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the
Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly
apply to subsequent transactions of an analogous type to any Fundamental Transaction.


 


(d)Number of
Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) or (e) of this Section
9, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares
shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.


 


(e)Calculations.
All calculations under this Section 9 shall be made to the nearest cent or the nearest share, as applicable. The number
of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company.


 


(f)Notice of
Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will, at
the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant
and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number
or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions
giving rise to such adjustments and showing in reasonable detail the facts upon which such adjustment is based. Upon written request,
the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.


 






     


     


    

 


(g)Notice of
Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash,
securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or warrants
to subscribe for or purchase any capital stock of the Company, (ii) authorizes or approves, enters into any agreement contemplating
or solicits stockholder approval for any Fundamental Transaction, or (iii) authorizes the voluntary dissolution, liquidation or
winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material
non-public information, the Company shall deliver to the Holder a notice of such transaction at least ten (10) Business Days prior
to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote
with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall
not affect the validity of the corporate action required to be described in such notice.


 


10.Payment of
Exercise Price. The Holder shall pay the Exercise Price in immediately available funds.


 


11.No Fractional
Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional
shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the next whole number
and the Company shall pay the Holder in cash the fair market value (based on the Closing Bid Price) for any such fractional shares.
“Closing Bid Price” means, for any security as of any date, the last reported closing bid price
for such security on the Principal Trading Market for such security, as reported by Bloomberg Financial Markets, or, if such Principal
Trading Market begins to operate on an extended hours basis and does not designate the closing bid price, then the last bid price
of such security prior to 4:00 p.m., New York City time, as reported by Bloomberg Financial Markets, or if the foregoing do not
apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security
as reported by Bloomberg Financial Markets, or, if no closing bid price is reported for such security by Bloomberg Financial Markets,
the average of the bid prices of any market makers for such security as reported on OTC Pink (also known as the “pink sheets”)
by the OTCMarkets. If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases,
the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the
Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then the Board of Directors
of the Company shall use its good faith judgment to determine the fair market value. The Board of Directors’ determination
shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


12.Redemption.
Notwithstanding anything set forth to the contrary in this Warrant, if, on or after the Original Exercise Date and before 5:30
p.m., New York City time, on the Expiration Date, the Volume Weighted Average Price of the Common Stock on the Principal Trading
Market, as reported by Bloomberg (if the Common Stock is not then traded on a recognized market, then the price set in good faith
by the Board of Directors of the Company) equals or exceeds $7.50 per share of Common Stock for any period of 20 consecutive Trading
Days, the Company shall have the right, but not the obligation (the “Redemption Right”), to redeem any
unexercised portion of this Warrant for a redemption fee of $0.001 per Warrant Share (the “Redemption Fee”).
In the event the Company elects to exercise the Redemption Right, the Company shall send written notice (the “Redemption
Notice”) to the Holder’s last address as shown on the Warrant Register, notifying the Holder of its election
to exercise the Redemption Right, specifying the date of the redemption (the “Redemption Date”) and the
date on which the Holder’s right to exercise this Warrant shall terminate (which shall be 10 Business Days from the date
the Company sends the Redemption Notice to the Holder) and calling upon the Holder to surrender to the Company, in the manner and
at the place designated, this Warrant, to the extent unexercised. From and after the Redemption Date, the Holder shall have no
rights with respect to this Warrant and this Warrant shall be and become void and of no value and shall be automatically terminated
and no longer outstanding.


 






     


     


    

 


13.Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall
be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number specified in the Subscription Agreement prior to 5:00 p.m., New York City time,
on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number specified in the Subscription Agreement on a day that is not a Trading Day or later than 5:00 p.m., New
York City time, on any Trading Day, (c) the Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight
courier service with next day delivery specified, or (d) upon actual receipt by the Person to whom such notice is required to be
given. The address and facsimile number of a Person for such notices or communications shall be as set forth in the Subscription
Agreement unless changed by such Person by two Trading Days’ prior notice to the other Person(s) in accordance with this
Section 13.


 


14.Warrant Agent.
The Company shall serve as warrant agent under this Warrant. Upon fifteen (15) days’ notice to the Holder, the Company may
appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting
from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or
any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor
warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown
on the Warrant Register.


 






     


     


    

 


15.Miscellaneous.


 


(a)No Rights
as a Stockholder. The Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to
vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained
in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any
of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise), receive
notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant
Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities, whether such liabilities are asserted
by the Company or by creditors of the Company.


 


(b)Authorized
Shares.


 


(i)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 Principal Trading Market upon which the Common Stock
may be listed.


 


(ii)Except and to
the extent 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, issuance 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 the Holder as set forth in this Warrant against impairment. Without
limiting the generality of the foregoing, the Company will (1) 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, (2) 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 (3) 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.


 


(c)Successors
and Assigns. Subject to the restrictions on transfer set forth in this Warrant and compliance with applicable securities laws,
this Warrant may be assigned by the Holder. This Warrant may not be assigned by the Company without the written consent of the
Holder except to a successor in the event of a Fundamental Transaction. This Warrant shall be binding on and inure to the benefit
of the Company and the Holder and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant
shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of
action under this Warrant.


 






     


     


    

 


(d)Amendment
and Waiver. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the Holder.


 


(e)Acceptance.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
herein.


 


(f)Governing
Law; Jurisdiction. This Warrant and the relationship of the parties to this Warrant shall be construed in accordance with,
and governed in all respects by, the internal laws of the State of New York (without giving effect to principles of conflicts of
laws). Each party agrees that any Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated
by this Warrant (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively
in any state or federal court located in the County of Los Angeles, State of California. Each party hereto hereby irrevocably submits
to the exclusive jurisdiction of each state and federal court located in the County of Los Angeles, State of California 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 Proceeding, any claim that it is not personally subject to the jurisdiction
of any such County of Los Angeles, State of California court, or that such Proceeding has been commenced in an improper or inconvenient
forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such
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 manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


(g)Headings.
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof. Any references to paragraphs, subparagraphs, sections or subsections are to those parts of this Warrant,
unless the context clearly indicates to the contrary.


 


(h)Severability.
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby, and the Company and
the Holder will attempt in good faith to agree upon a valid and enforceable provision which as closely as possible reflects the
intent of the parties hereto, and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 




     


     


    

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


 


 





	 	CAPRICOR THERAPEUTICS, INC.	 
	 	 	 	 
	 	By:	 	 
	 	 	Name: Linda Marbán, Ph.D.	 
	 	 	Title: Chief Executive Officer	 







  


 


 


 


 


 


 


 


 





[Signature Page to Capricor Therapeutics,
Inc. Warrant]









     


     


    

SCHEDULE 1



CAPRICOR THERAPEUTICS, INC.



FORM OF EXERCISE NOTICE





[To be executed by the Holder to purchase shares of Common Stock under the Warrant]


 


Ladies and Gentlemen:


 


(1)The undersigned
is the Holder of Warrant No. __________ (the “Warrant”) issued by Capricor Therapeutics, Inc., a Delaware
corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein have the
respective meanings set forth in the Warrant.


 


(2)The undersigned
hereby exercises its right to purchase __________ Warrant Shares pursuant to the Warrant.


 


(3)In connection
with the exercise of the Warrant, the Holder shall pay the sum of $_______ in immediately available funds to the Company in accordance
with the terms of the Warrant.


 


(4)Pursuant to this
Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in accordance with the terms of the Warrant.
Please issue (check applicable box):


 


	 	  ̈	A book entry confirmation representing the Holder’s Warrant Shares in the name of the undersigned or in such other name as is specified below:
	 	 
	.	  ̈	The Holder’s Warrant Shares in electronic form to the following account:
	 	 
	 	
        Name and Contact for Broker:

         

	 	
        Broker no:

         

	 	
        Account no:

         

	 	
        Account holder:

         



 






     


     


    




 


(5)By its delivery
of this Exercise Notice, the undersigned represents and warrants to the Company that its representations contained in Section 3
of the Subscription Agreement are true and correct as of the Exercise Date and as of the date on which the Holder pays the Company
the Exercise Price as if remade in their entirety (or, in the case of any transferee Holder that is not a party to the Subscription
Agreement, such transferee Holder represents and warrants to the Company that such representations are true and correct as to such
transferee Holder as of the Exercise Date and as of the date on which such transferee Holder pays the Company the Exercise Price).


 


Dated: _______________, _____


 


Name of Holder: ____________________________


 


By: ______________________________________

Name:

Title:


 


(Signature must conform in all respects
to name of Holder as specified on the face of the Warrant)


 


 




     


     


    

SCHEDULE 2



CAPRICOR THERAPEUTICS, INC.



FORM OF ASSIGNMENT



[To be completed and executed by the Holder only upon transfer of the Warrant]


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto ______________ (the “Transferee”) the right
represented by the within Warrant to purchase _____________ shares of Common Stock of Capricor Therapeutics, Inc., a Delaware corporation
(the “Company”) to which the within Warrant relates and appoints ___________ attorney to transfer said
right on the books of the Company with full power of substitution in the premises. In connection therewith, the undersigned represents,
warrants, covenants and agrees to and with the Company that:


 


		(a)	the offer and sale of the Warrant contemplated hereby is being made in compliance with Section
4(1) of the United States Securities Act of 1933, as amended (the “Securities Act”), or another valid
exemption from the registration requirements of Section 5 of the Securities Act and in compliance with all applicable securities
laws of the states of the United States;



 


		(b)	the undersigned has not offered to sell the Warrant by any form of general solicitation or general
advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper,
magazine or similar media or broadcast over television or radio, and any seminar or meeting whose attendees have been invited by
any general solicitation or general advertising;



 


		(c)	the undersigned has read the Transferee’s investment letter included herewith (as required
by Section 3(b) of the Warrant), and to its actual knowledge, the statements made therein are true and correct; and



 


		(d)	the undersigned understands that the Company may condition the transfer of the Warrant contemplated
hereby upon the delivery to the Company by the undersigned or the Transferee, as the case may be, of a written opinion of counsel
(which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect
that such transfer may be made without registration under the Securities Act and under applicable securities laws of the states
of the United States.



 


Dated: ___________, _____





	 	 
	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)
	 	 
	In the presence of:	Address of Transferee: