Exhibit 4.1


WARRANT AGREEMENT


 


This Warrant Agreement
(this “Agreement”) is made as of March 2, 2016 between Jensyn Acquisition Corp., a Delaware corporation, with offices
at 800 West Main Street, Freehold New Jersey 07728 (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).


 


WHEREAS, the Company has
received a binding commitments from Jensyn Capital, LLC (“Jensyn Capital”) and Chardan Capital Markets, LLC (“Chardan”)
to purchase up to an aggregate of 294,500 units, each unit (“Unit”) comprised of one share of the Company’s
common stock, par value $.0001 per share (“Common Stock”), one right to receive one-tenth of one share of Common Stock
and one warrant to purchase one-half of one share of Common Stock for $11.50 per full share, subject to adjustment as described
herein, and, in connection therewith, will issue and deliver up to an aggregate of 294,500 warrants underlying such units (the
“Private Warrants”); and


 


WHEREAS, the Company is
engaged in a public offering (“Public Offering”) of Units and, in connection therewith, will issue and deliver up to
(i) 4,485,000 warrants (“Public Warrants”) to investors in the Public Offering and (ii) 448,500 warrants (underlying
unit purchase options) to Chardan or its designees (“Chardan Warrants” and, together with the Private Warrants and
Public Warrants, the “Warrants”); and


 


WHEREAS, the Company has
filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-208159
(“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (the “Act”)
of, among other securities, the Public Warrants; and


 


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


		1.	Appointment of Warrant Agent. The Company hereby
appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment
and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.



 


		2.	Warrants.


 


		2.1.	Form of Warrant. Each Warrant shall be issued in
registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein
and shall be signed by, or bear the facsimile signature of, the Chairman of the Board or Chief Executive Officer, Treasurer, Secretary
or Assistant Secretary of the Company and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile
signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant
before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of
issuance.



 


		2.2.	Effect of Countersignature. Unless and until countersigned
by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder
thereof.


 






     


     


    

 


		2.3.	Registration.


 


		2.3.1. 	Warrant Register. The Warrant Agent shall maintain
books (“Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants.
Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective
holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company.


 


		2.3.2. 	Registered Holder. Prior to due presentment for
registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant
shall be registered upon the Warrant Register (“registered holder”) as the absolute owner of such Warrant and of each
Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate made by anyone
other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither
the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


		2.4.	Detachability of Warrants. The securities comprising
the Units will not be separately transferable until the ninetieth (90th) day after the date hereof unless Chardan informs
the Company of its decision to allow earlier separate trading, but in no event will separate trading of the securities comprising
the Units begin until (i) the Company files a Current Report on Form 8-K which includes an audited balance sheet reflecting the
receipt by the Company of the gross proceeds of the Public Offering and (ii) the Company issues a press release and files a Current
Report on Form 8-K announcing when such separate trading shall begin.


 


		2.5.	Warrant Attributes.


 


		2.5.1. 	Private Warrants. The Private Warrants will be
issued in the same form as the Public Warrants except that (i) they will be exercisable either for cash or on a cashless basis
at the holder’s option pursuant to Section 3.3.1(c) and (ii) they will not be redeemable by the Company, in either case
as long as the Private Warrants are held by the initial purchasers or any of their permitted transferees (as prescribed in Section
5.6 hereof).


 


		2.5.2. 	Chardan Warrants. The Chardan Warrants shall have
the same terms and be in the same form as the Public Warrants.


 


		2.5.3. 	Necessary Consent. The provisions of this Section
2.5 may not be modified, amended or deleted without the prior written consent of Chardan.


 


		3.	Terms and Exercise of Warrants.


 


		3.1.	Warrant Price. Each Warrant shall, when countersigned
by the Warrant Agent, entitle the registered holder thereof, subject to the provisions of such Warrant and of this Warrant Agreement,
to purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.50 per whole share, subject
to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price”
as used in this Warrant Agreement refers to the price per share at which shares of Common Stock may be purchased at the time a
Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date
(as defined below) for a period of not less than 10 business days; provided, however, that the Company shall provide at least
10 business days prior written notice of such reduction to registered holders of the Warrants; provided, further, however, that
any such reduction shall be applied consistently to all of the Warrants.


 






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		3.2.	Duration of Warrants. A Warrant may be exercised
only during the period (“Exercise Period”) commencing on the later of 30 days after the consummation by the Company
of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination
involving the Company and one or more businesses or entities (“Business Combination”) (as described more fully in
the Registration Statement) and March 7, 2017, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i)
five years from the consummation of a Business Combination, (ii) the liquidation of the Company, and (iii) except in the case
of the Private Warrants, the Redemption Date as provided in Section 6.2 of this Agreement (“Expiration Date”); provided,
however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in Section
7.4 below. Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant
not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof
under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide written notice
to registered holders of the Warrants of such extension of not less than 20 days.


 


		3.3.	Exercise of Warrants.


 


		3.3.1. 	Payment. Subject to the provisions of the Warrant
and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the registered holder thereof
by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of
Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in
full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes
due in connection with the exercise of the Warrant, as follows:


 


		(a)	in good certified check or good bank draft payable to
the order of the Company; or


 


		(b)	in the event of redemption pursuant to Section 6 hereof
in which the Company’s management has elected to require all holders of Public Warrants to exercise such Public Warrants
on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference
between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value. Solely for purposes
of this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported closing price of the Common
Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders
of Warrants pursuant to Section 6 hereof; or


 


		(c)	with respect to any Private Warrants, so long as such
Private Warrants are held by the initial purchasers or their permitted transferees (as prescribed in Section 5.6 hereof), by surrendering
such Private Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of
the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants
and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted
unless the Fair Market Value is higher than the exercise price. Solely for purposes of this Section 3.3.1(c), the “Fair
Market Value” shall mean the average reported closing price of the Common Stock for the 10 trading days ending on the day
prior to the Company’s receipt of the applicable exercise notice; or


 


		(d)	in the event the registration statement required by Section
7.4 hereof is not effective and current, then during the period beginning on the 61st day after the closing of the Business Combination
and ending upon the effectiveness of such registration statement, and during any other period after such date of effectiveness
when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable
upon exercise of the Warrants, by surrendering Warrants for that number of shares of Common Stock equal to the quotient obtained
by dividing (x) the product of the number of shares of Common Stock underlying such Warrants, multiplied by the difference between
the exercise price of the Warrants or and the “Fair Market Value” by (y) the Fair Market Value; provided, however,
that no cashless exercise shall be permitted unless the Fair Market Value is higher than the exercise price. Solely for purposes
of this Section 3.3.1(d), the “Fair Market Value” shall mean the average reported closing price of the shares
of Common Stock for the 10 trading days ending on the day prior to the date of exercise.


 






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		3.3.2. 	Issuance of Certificates. As soon as practicable
after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue
to the registered holder of such Warrant a certificate or certificates for the number of full shares of Common Stock to which
he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not
have been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been
exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to
the exercise of a Public Warrant and shall have no obligation to settle such Public Warrant exercise unless (i) a registration
statement under the Act with respect to the shares of Common Stock underlying the Public Warrants is then effective and a prospectus
relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or (ii) the
Public Warrants are exercised pursuant to Section 3.3.1(d). No Warrant shall be exercisable and the Company shall not be obligated
to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been
registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the
Warrants. In no event will the Company be required to net cash settle the Warrant exercise.


 


		3.3.3. 	Valid Issuance. All shares of Common Stock issued
upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.


 


		3.3.4. 	Date of Issuance. Each person in whose name any
such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of
such shares on the date on which the Warrant was surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificate, except that, if the date of such surrender and payment is a date when the share transfer books
of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the
next succeeding date on which the share transfer books are open.


 


		3.3.5. 	Maximum Percentage. A holder of a Warrant may notify
the Company in writing in the event he, she or it elects to be subject to the provisions contained in this subsection 3.3.5; however,
no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is
made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have
the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”)
of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence,
the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of
shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being
made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion
of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation,
any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous
to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely
on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form
10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be,
(2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth
the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the holder of the Warrant,
the Company shall, within two (2) business days, confirm orally and in writing to such 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 equity securities of the Company by the holder and its affiliates since the date as of which such number
of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time to
time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided,
however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the
Company.


 






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		4.	Adjustments.


 


		4.1.	Stock Dividends - Split Ups. If after the date
hereof, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or
by a split up of the Common Stock, or other similar event, then, on the effective date of such stock dividend, split up or similar
event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase
in outstanding shares of Common Stock. A rights offering to all holders of the shares of Common Stock entitling holders to purchase
shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a stock dividend
of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights
offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable
for the shares of Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid
in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1, (i) if the rights offering
is for securities convertible into or exercisable for shares of Common Stock, in determining the price payable for the shares
of Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount
payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of the shares
of Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which
the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, with the right to receive
such rights.


 


		4.2.	Aggregation of Shares. If after the date hereof,
the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse share split or reclassification
of the Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse share split,
reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased
in proportion to such decrease in outstanding Common Stock.


 


		4.3.	Extraordinary Dividends. If the Company, at any
time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the Common Stock on account of such Common Stock (or other shares of the
Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 above, (b)
Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Common Stock in connection
with a proposed initial Business Combination, (d) as a result of the repurchase of Common Stock by the Company in connection with
an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and
the Warrant Agent dated of even date herewith or (e) in connection with the Company’s liquidation and the distribution of
its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directors, in good faith)
of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of
this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on
a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Common Stock during
the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any
of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted
in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not
exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 






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		4.4.	Adjustments in Exercise Price. Whenever the number
of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 and 4.2 above,
the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment
by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants
immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable
immediately thereafter.


 


		4.5.	Replacement of Securities upon Reorganization, etc.
In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section
4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation
of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation
and that does not result in any reclassification or reorganization of the outstanding Common Stock), or in the case of any sale
or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially
as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of
shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such
Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results
in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1,
4.2, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers.


 


		4.6.	Notices of Changes in Warrant. Upon every adjustment
of the Warrant Price or the number of shares of Common Stock issuable upon exercise of a Warrant, the Company shall give written
notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase
or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of a Warrant, setting
forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of
any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, the Company shall give written notice to each Warrant holder, at the
last address set forth for such holder in the warrant register, of the record date or the effective date of the event. Failure
to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


		4.7.	No Fractional Shares. Notwithstanding any provision
contained in this Warrant Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants.
If the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share,
the Company shall, upon such exercise, round down to the nearest whole number the number of the shares of Common Stock to be issued
to the Warrant holder.


 


		4.8.	Form of Warrant. The form of Warrant need not be
changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant
Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement; provided, however,
that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate
and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution
for an outstanding Warrant or otherwise, may be in the form as so changed.


 






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		4.9.	Other Events. In case any event shall occur affecting
the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable, but which would
require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate
the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants,
investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not
any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and,
if such firm determines that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the
Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


		5.	Transfer and Exchange of Warrants.


 


		5.1.	Registration of Transfer. The Warrant Agent shall
register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant
for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer.
Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall
be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time
to time upon request.


 


		5.2.	Procedure for Surrender of Warrants. Warrants may
be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent
shall issue in exchange therefor one or more new Warrants as requested by the registered holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer
bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until
the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether
the new Warrants must also bear a restrictive legend.


 


		5.3.	Fractional Warrants. The Warrant Agent shall not
be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate for
a fraction of a warrant.


 


		5.4.	Service Charges. No service charge shall be made
for any exchange or registration of transfer of Warrants.


 


		5.5.	Warrant Execution and Countersignature. The Warrant
Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required
to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply
the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


		5.6.	Private Warrants. The Warrant Agent shall not register
any transfer of Private Warrants until after the consummation by the Company of a Business Combination, except for transfers made
in accordance with the Private Units Purchase Agreement between the Company and the investors named therein (the “Private
Units Purchase Agreement”), in each case on the condition that prior to such registration for transfer, the Warrant Agent
shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee
agrees to be bound by the terms of the Private Units Purchase Agreement.


 


		6.	Redemption.


 


		6.1.	Redemption. Subject to Section 6.4 hereof, not
less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable
and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of
$.01 per Warrant (“Redemption Price”), provided that the last sale price of the Common Stock has been at least $24.00
per share (subject to adjustment in accordance with Section 4 hereof), on each of twenty (20) trading days within any thirty (30)
trading day period (“30-Day Trading Period”) ending on the third business day prior to the date on which notice of
redemption is given and provided further that there is a current registration statement in effect and a current prospectus is
available with respect to the shares of Common Stock underlying the Warrants for each day in the 30-Day Trading Period and continuing
each day thereafter until the Redemption Date (defined below).


 






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		6.2.	Date Fixed for, and Notice of, Redemption. In the
event the Company shall elect to redeem all of the Warrants, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than 30 days
prior to the Redemption Date to the registered holders of the Warrants to be redeemed at their last addresses as they shall appear
on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given
whether or not the registered holder received such notice.


 


		6.3.	Exercise After Notice of Redemption. The Warrants
may be exercised, for cash (or on a “cashless basis” in accordance with Section 3.3.1(b) of this Agreement) at any
time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption
Date. In the event the Company determines to require holders of Public Warrants to exercise their Public Warrants on a “cashless
basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate the number
of shares of Common Stock to be received upon exercise of the Public Warrants, including the “Fair Market Value” in
such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive,
upon surrender of the Warrants, the Redemption Price.


 


		6.4.	Exclusion of Certain Warrants. The Company understands
that the redemption rights provided for by this Section 6 apply only to outstanding Warrants. To the extent a person holds rights
to purchase Warrants, such purchase rights shall not be extinguished by redemption. However, once such purchase rights are exercised,
the Company may redeem the Warrants issued upon such exercise provided that the criteria for redemption is met. Additionally,
any of the Private Warrants shall not be redeemable by the Company as long as such Private Warrants continue to be held by the
initial purchasers or their permitted transferees (as prescribed in Section 5.6 hereof). However, once such Private Warrants are
no longer held by the initial purchasers or their permitted transferees, such Private Warrants shall then be redeemable by the
Company pursuant to Section 6 hereof. The provisions of this Section 6.4 may not be modified, amended or deleted without
the prior written consent of Chardan.


 


		7.	Other Provisions Relating to Rights of Holders of Warrants.


 


		7.1.	No Rights as Shareholder. A Warrant does not entitle
the registered holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to
receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders
in respect of the meetings of shareholders or the election of directors of the Company or any other matter.


 


		7.2.	Lost, Stolen, Mutilated, or Destroyed Warrants.
If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or
otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new
Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
or destroyed Warrant shall be at any time enforceable by anyone.


 


		7.3.	Reservation of Shares of Common Stock. The Company
shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that will be sufficient
to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 






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		7.4.	Registration of Shares of Common Stock. The Company
agrees that as soon as practicable, but in no event later than fifteen (15) business days after the closing of a Business Combination,
it shall use its best efforts to file with the SEC a registration statement for the registration under the Act of the shares of
Common Stock issuable upon exercise of the Warrants, and to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance
with the provisions of this Agreement. In addition, the Company agrees to use its best efforts to register the shares of Common
Stock issuable upon exercise of the Warrants under state blue sky laws, to the extent an exemption is not available. If any such
registration statement has not been declared effective by the 60th business day following the closing of the Business
Combination, holders of the Warrants shall have the right, during the period beginning on the 61st day after the closing of the
Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period
after such date of effectiveness when the Company shall fail to have maintained an effective registration statement covering the
shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as
determined in accordance with Section 3.3.1(d). The Company shall provide the Warrant Agent with an opinion of counsel
for the Company (which shall be an outside law firm with securities law experience) stating that (i) the issuance of shares of
Common Stock upon exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be
registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal
securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly,
will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been
exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations with respect
to those Warrants under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not
be modified, amended or deleted without the prior written consent of Chardan.


 


		8.	Concerning the Warrant Agent and Other Matters.


 


		8.1.	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 shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer taxes
in respect of the Warrants or such shares.


 


		8.2.	Resignation, Consolidation, or Merger of Warrant Agent.


 


		8.2.1. 	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 sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant
by resignation 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 thirty (30) days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with such notice,
submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State
of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor
Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws
of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New
York, 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; but if for any reason it becomes necessary or appropriate, 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.


 


		8.2.2. 	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.


 






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		8.2.3. 	Merger or Consolidation of Warrant Agent. Any corporation
into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or
consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any
further act.


 


		8.3.	Fees and Expenses of Warrant Agent.


 


		8.3.1. 	Remuneration. The Company agrees to pay the Warrant
Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand
for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


		8.3.2. 	Further Assurances. The Company agrees to perform,
execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts,
instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions
of this Agreement.


 


		8.4.	Liability of Warrant Agent.


 


		8.4.1. 	Reliance on Company Statement. Whenever in the
performance of its duties under this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by
a statement signed by the Chief Executive Officer or Chairman of the Board of the Company and delivered to the Warrant Agent.
The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.


 


		8.4.2. 	Indemnity. The Warrant Agent shall be liable hereunder
only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save
it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted
by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s gross negligence, willful
misconduct, or bad faith.


 


		8.4.3. 	Exclusions. The Warrant Agent shall have no responsibility
with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or
in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible
for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any
such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or
reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of
Common Stock will, when issued, be valid and fully paid and nonassessable.


 


		8.5.	Acceptance of Agency. The Warrant Agent hereby
accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth
and, among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for,
and pay to the Company, all moneys received by the Warrant Agent for the purchase of shares of Common Stock through the exercise
of Warrants.


 


		8.6.	Waiver. The Warrant Agent hereby waives any right
of set-off or any other right, title, interest or claim of any kind (“Claim”) in or to any distribution of the Trust
Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company
and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for
any Claim against the Trust Account for any reason whatsoever.


 






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		9.	Miscellaneous Provisions.


 


		9.1.	Successors. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns.


 


		9.2.	Notices. Any notice, statement or demand authorized
by this Warrant Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall
be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company
with the Warrant Agent), as follows:


 


Jensyn Acquisition
Corp.


800 West Main
Street, Suite 204


Freehold, New
jersey 07728


Attn: Jeffrey
J. Raymond


 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the
Company), as follows:


 


Continental Stock Transfer &
Trust Company


17 Battery Place, 8th
Floor


New York, New York 10004


Attn: henry Farrell


 


with a copy in each case
to:


 


Giordano, Halleran &
Ciesla, P.C.


125 Half Mile Road, Suite
300


Red Bank, New Jersey 07701


Attn: Philip D. Forlenza


 


and


 


Loeb & Loeb LLP


345 Park Avenue


New York, New York 10154


Attn: Giovanni Caruso


 


and


 


Chardan Capital Markets,
LLC.


17 State Street, Suite 1600


New York, New
York 10004


Attn: George
Kaufmann, Director Investment Banking


 






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		9.3.	Applicable Law. The validity, interpretation, and
performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement
shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any
objection to such exclusive jurisdiction and that any of such courts represent an inconvenient forum. Any such process or summons
to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service
and shall be legal and binding upon the Company in any action, proceeding or claim.


 


		9.4.	Persons Having Rights under this Agreement. Nothing
in this 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 and the registered holders of the Warrants
and, for the purposes of Sections 2.5, 6.4, 7.4, 9.4 and 9.8 hereof, Chardan, any right, remedy, or claim under or by reason of
this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. Chardan shall be deemed to be
a third-party beneficiary of this Agreement with respect to Sections 2.5, 6.4, 7.4, 9.4 and 9.8 hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the
parties hereto (and Chardan with respect to Sections 2.5, 6.4, 7.4, 9.4 and 9.8 hereof) and their successors and assigns and of
the registered holders of the Warrants.


 


		9.5.	Examination of the Warrant Agreement. A copy of
this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City
and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder to
submit his Warrant for inspection by it.


 


		9.6.	Counterparts. This Agreement may be executed in
any number of original or facsimile 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.


 


		9.7.	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.


 


		9.8.	Amendments. This Agreement may be amended by the
parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of 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 deem shall not adversely
affect the interest of the registered holders. All other modifications or amendments, including any amendment to increase the
Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders of a majority
of the then outstanding Public Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the
duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders.
The provisions of this Section 9.8 may not be modified, amended or deleted without the prior written consent of Chardan.


 


		9.9.	Severability. This Warrant Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Warrant Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Warrant Agreement a provision as similar
in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature page follows]


 




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


 


	 	JENSYN ACQUISITION CORP.	 
	 	 	 	 
	 	By:	/s/Jeffrey J. Raymond	 
	 	 	Name: Jeffrey J. Raymond	 
	 	 	Title: President and Chief Executive Officer	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY	 
	 	 	 	 
	 	By:	/s/ Henry Farrell	 
	 	 	
        Name: Henry Farrell

        Title: Vice President
	 


 


[Signature page to Warrant Agreement between
Jensyn Acquisition Corp. and Continental Stock Transfer & Trust Company]


 



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